Management's Responsibility:

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 ("the Act") and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Asrequiredbysection227(3)oftheAct,wereportthat:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Re: AMIT INTERNATIONAL LIMITED for the year ended 31 st March, 2014.

Referred to in paragraph 1 of our report of even date.

I) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. As certified by the management, no material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off any substantial/major part of fixed assets and the going concern of the Company is not affected.

II) (a) The inventories have been physically verified by the management during the year at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventories and as explained to us, there were no material discrepancies . noticed on physical verification of inventories as compared to book records.

III) (a) The Company had taken unsecured loans from Two (five) parties required to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 28,25,095/- (Rs. 2,91,92,075/-) and the year-end balance of loans taken from such parties was Rs. 11,84,095/- (Rs.20,40,095/-).The Company has also granted loans to Two (Six) parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,94,00,603/- (Rs. 6,10,30,000/-) and the year-end balance of loans taken from such parties was Rs. 4,82,00,603/- (Rs.4,68,05,603/-).

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prima facie prejudicial to the interest of the company

(c) There is no stipulation as. regards the repayment schedule of the loans.

(d) There is no overdue amount of loans taken from or granted to parties listed in the register maintained under section 301 of the Companies Act 1956 as there is no stipulation as regards the repayment of loans.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

V) (a) In our opinion and according to information and explanations given to us, that the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information . available with the company.

VI) According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed there under and hence the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

VII) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII) The Company being a trading concern the provision of Section 209(1 )(d) of the Companies Act, 1956 regarding maintenance of cost records does not apply to the company.

IX) (a) As certified by the management, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Royalty, Customs Duty, Excise Duty, Cess and other statutory dues applicable to it.

(b) As certified by the management, there are no disputed Income tax, Sales-tax, Customs Duty, Excise Duty and Entry tax payable as on 31st March, 2014 fora period of more than six months from the date they became payable.

X) The accumulated losses of the company are not more than fifty percent of its net worth. However the company has not incurred cash losses during the financial year covered by our audit and incurred cash losses in the immediately preceding financial year.

XI) In our opinion, there are no dues payable to banks, financial institutions and debenture holders and hence the provisions of clause 4 (xi) of the Companies Auditor's Report) Order, 2003 are not applicable to the Company.

XII) In our opinion and according to the explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

XIII) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

XIV) The Company is not dealing or trading in shares, securities, debentures or other Investments and hence, the requirements of Para 4(xiv) are not applicable to the Company.

XV) According to the information and explanation given to us, the company has not given any guarantees for loan taken by others from banks or financial institutions.

XVI) The Company has not taken any term loan during the year and hence, the requirements of Para 4(xvi) are not applicable to the Company.

XVII) According to the information and explanations given to us and on an overall examination of the balance sheet, we are of the opinion that no funds were raised either on short term or long term basis. Therefore clause 4(xvii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

XVIII) According to information and explanations given to us, the Company has not made any preferential allotment of shares to parties and Companies covered in the register required to be maintained under Section 301 of the Companies Act, 1956.

XIX) The company does not have any borrowings by way of issue of debentures and hence, the requirements of Para 4(xix) are not applicable to the Company.

XX) During the year, the Company has not raised any money by way of Public issue.

XXI) In our opinion and according to the information and explanations given to us, no fraud, on or by the Company has been noticed or reported during the financial year.

                                          For M/S. VINOD S. MEHTA & CO.
                                                  CHARTERED ACCOUNTANTS
                                                        FRN NO. 111524W

                                                         PARAG V. METHA
                                                                PARTNER
                                                  Membership No. 036867