Auditor Report of Good Value Marketing Company Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of "The Good Value Marketing Co. Ltd. ('the Company'), which comprise the Balance Sheet for the period ended March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgement, 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 of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, 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, of the state of affairs of the company as at period ended 31st March 2015, and its Loss and its cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements

As required by 'The Companies (Auditors' report) Order, 2015', issued by the Central Government of India in terms of Section 143(11) of the Act (hereinafter referred to as the "Order") and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

As required by section 143(3), we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes 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 pur examination of those books;

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

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the directors for the period ended March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified for the period ended March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has no pending litigations for the period ended March 31, 2015.

(ii) The Company has not entered into any long term contracts including derivative contracts requiring provision under the applicable law or accounting standards, for material foreseeable losses.

(iii) The company has nil amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2015.

ANNEXURE TO THE AUDITOR'S REPORT

(Annexure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relation to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

3. (a) According to the information and explanations given to us the Company has taken interest free loans from two parties amounting to Rs.6,32,37,063/-.

(b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

(c) The loan taken is repayable on demand.

(d) The Company has not granted any loan to any party listed in the register maintained under section 189 of the Companies Act, 2013.

4. 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

6. The Company does not require internal audit system as the Net Worth of the Company is less than Rs. 50 lacs and the average annual turnover is less than Rs. 5 crores.

7. To the best of our knowledge and as explained, the central government has not prescribed maintenance of cost records under subsection 1 of Section 148 of Companies Act, 2013 for the products of the company.

8. (a) According to the records of the Company, Provident Fund, Investor Education and Protection Fund, ESIC, Income Tax, Wealth tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have been generally deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at March 31st, 2015 for a period of more than six months from the date on which they became payable.

9. There are accumulated losses at the end of the financial year, which exceeds the net worth of the Company. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash losses during the immediately preceding financial year.

10. On the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in repayment of the dues to any financial institutions, banks or debenture holders.

11. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

12. In our opinion and according to the information and explanations given to us, on an overall basis, the company has not raised any term loans during the year.

13. Based on the audit procedures undertaken by us and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BATH BO I & PUROHIT Chartered Accountants Firm Regd. No 101048 W

Sd/-

R D Hangekar Place : Mumbai Partner Dated: 13.08.2015 Membership No. 30615

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Jul 31, 2014

We have audited the accompanying financial statements of M/s. Good Value Marketing Company Limited (''"The Company"), which comprise the Balance Sheet as at 31st July, 2014, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''"The Act") read with the general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. 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 judgement, 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. 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 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 July 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the 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 in terms of Section 227 (4A) of the Companies Act, 1956 we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) As required by section227 (3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the general circular 15/2013 dated September 13, 2013 of the Ministry of Corporates Affairs in respect of the Companies Act 2013

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

ANNEXURE TO THE AUDITOR''S REPORT

(Annexure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relation to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

3. (a) According to the information and explanations given to us the Company has taken interest

free loans from two parties amounting to Rs.6,32,01,591/- listed in the Register maintained under section 301 of the Act.

(b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

(c) The loan taken is repayable on demand.

(d) The Company has not granted any loan to any party listed in the register maintained under section 301 of the Companies Act, 1956.

4. 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the

opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rupees Five Lacs in respect of any party during the year.

6. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under.

7. The Company does not require internal audit system as the Net Worth of the Company is less than Rs. 50 lacs and the average annual turnover is less than Rs. 5 crores.

8. According to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-section (1) of Section 209 of the Companies Act, 1956, for the business in which Company is engaged.

9. (a) According to the records of the Company, Provident Fund, Investor Education and Protection

Fund, ESIC, Income Tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have been generally deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at July 31st, 2014 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us, the dues in respect of sales tax ,income tax, custom duties, wealth tax, excise duty, and cess that have been deposited with the appropriate authorities.

10. There are accumulated losses at the end of the financial year, which exceeds the net worth of the Company. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash losses during the immediately preceding financial year.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund or Society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

13. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. The Company does not have any term loans.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, it has not raised funds on short term basis.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any secured debenture during the year under audit, therefore the provisions of clause 4 (xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by way of public issue during the year, therefore the provisions of clause 4 (xx) of the Order are not applicable to the Company.

20. Based on the audit procedures undertaken by us and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BATLIBOI & PUROHIT Chartered Accountants Firm Regd. No 101048 W

Sd/- R D Hangekar Place : Mumbai Partner Dated: 10.12.2014 Membership No. 30615

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Jul 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Good Value Marketing Company Limited ("The Company"), which comprise the Balance Sheet as at 31st July, 2013, and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("The Act"). 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 arc 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 judgement, 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. 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 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 July 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the 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 in terms of Section 227 (4A) of the Companies Act, 1956 we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) As required by section227 (3) of the Act, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the directors, as on July 315t , 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on July 31st , 2013 from being appointed as a Director, in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(Anncxure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relat.on to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

1 (a) According to the information and explanations given to us the Company has taken interest free loans from two parties amounting to Rs.6,32,01,507/- listed in the Renter maintamed under section 301 of the Act.

(b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

(c) The loan taken is repayable on demand.

(d) The Company has not granted any loan to any party listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there is an adequate control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5 (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintamed under Section 301 of the Companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, there are no 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 Rupees Five Lacs in respect of any party during the year.

6 The Company has not accepted any deposits during the year from the public within the meaning of '' the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under.

7. The Company does not require internal audit system as the Net Worth of the Company is less than Rs. 50 lacs and the average annual turnover is less than Rs. 5 crores.

8 According to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-section (1) of Sect.on 209 of the Companies Act, 1956, for the business in which Company is engaged. authorities. aud*Id has also incurred''cash losses during the immediately preceding financial year.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. applicable to the company. Company.

14 In our opinion and according to the information and explanations given to us, the Company has not g,ven guarantee for loans taken by others from banks or financial institutions.

15. The Company does not have any term loans.

16 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, it has not raised funds on short term basis.

17 Dunng the year, the Company has not made any preferential allotment of shares toparties and companies covered in the register maintained under section 301 of the Compan.es Act, 1956.

18 The Company has not issued any secured debenture during the year under audit, therefore the provisions of clause 4 (xix) of the Order are not applicable to the Company.

19 The Company has not raised any money by way of public issue during the year, therefora the provisions of clause 4 (xx) of the Order are not applicable to the Company.

20 Based on the audit procedures undertaken by us and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the course of our audit.

For BATLIBOI & PUROHIT

Chartered Accountants

A & Firm Regd.No 101048 W

Sd/-

R D Hangekar

Partner

Place : Mumku Membership No. 30615

Dated: 23.12.2013

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Jul 31, 2012

1) We have audited the attached Balance Sheet of M/s. Good Value Marketing Company Limited as at 31st July, 2012, and the statement of Profit and Loss for the year ended and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 6 of the said Order.

4) Attention is invited to the following notes: (a) No provision for accumulated arrears of dividend on preference shares (Note No.24). (b)The balance of debtors and creditors are subject to confirmation; adjustments and pending reconciliation (Note No. 26)

5) Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, the 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, the statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; accept as stated in para(4) above;

(e) On the basis of the written representations received from the directors, as on July 31st , 2012, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on July 31st, 2012 from being appointed as a Director, in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Polices subject to our comments in Para 4 above and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

i In case of the Balance Sheet, of the state of affairs of the company as at 31 st July, 2012;

ii In case of the statement of Profit and Loss, of the loss for the year ended on that date; and

iii In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

(Annexure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relation to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

3. a) According to the information and explanations given to us the Company has taken interest free loans from two parties amounting to Rs.6,32,08,580/- listed in the Register maintained under section 301 of the Act.

b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

c) The loan taken is repayable on demand.

d) The Company has not granted any loan to any party listed in the register maintained uncjsy section 301 of the Companies Act, 1956.

4. 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rupees Five Lacs in respect of any party during the year.

6. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under.

7. The Company does not require internal audit system as the Net Worth of the Company is less than Rs. 50 lacs and the average annual turnover is less than Rs. 5 crores.

8. According to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-section (1) of Section 209 of the Companies Act. 1956, for the business in which Company is engaged.

9. (a) According to the records of the Company, Provident Fund, Investor Education and Protection Fund, ESIC, Income Tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have been generally deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at July 31st, 2012 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us, the dues in respect of sales tax ,income tax, custom duties, wealth tax, excise duty, and cess that have been deposited with the appropriate authorities.

10. There are accumulated losses at the end of the financial year, which exceeds the net worth of the Company. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash losses during the immediately preceding financial year.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund or Society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the company.

13. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. The Company does not have any term loans.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, it has not raised funds on short term basis.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any secured debenture during the year under audit, therefore the provisions of clause 4 (xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by way of public issue during the year, therefore the provisions of clause 4 (xx) of the Order are not applicable to the Company.

20. Based on the audit procedures undertaken by us and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BATLIBOI & PUROHIT

Chartered Accountants

Firm Regd. No 101048 W

Sd/-

R D Hangekar

Place : Mumbai Partner

Dated:12.12.2012 Membership No. 30615

---

Jul 31, 2011

1) We have audited the attached Balance Sheet of M/s. Good Value Marketing Company Limited as at 31st July, 2011, the Profit and Loss Account for the year ended and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 6 of the said Order.

4) Attention is invited to the following notes: (a) No provision for accumulated arrears of dividend on preference shares (Note No.5). (b)The balance of debtors and creditors are subject to confirmation; adjustments and pending reconciliation (Note No. 6) (c) Stock in trade amounting Rs.77,71,400/- has been sold by the company during the year for Rs I/- per share and booked a loss of Rs74,60,544/-.

5) Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; accept as stated in Para(4) above;

(e) On the basis of the written representations received from the directors, as on July 31st, 2011, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on July 31st, 2011 from being appointed as a Director, in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Polices subject to our comments in Para 4 above and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

i In case of the Balance Sheet, of the state of affairs of the company as at 31st July, 2011; ii In case of the Profit and Loss Account, of the loss for the year ended on that date; and iii In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Annexure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relation to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

3. a) According to the information and explanations given to us the Company has taken interest free loans from two parties amounting to Rs.6,55,89,978/- listed in the Register maintained under section 301 of the Act.

b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

c) The loan taken is repayable on demand.

d) The Company has not granted any loan to any party listed in the register maintained under section 301 of the Companies Act, 1956.

4. 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rupees Five Lacs in respect of any party during the year.

6. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under.

7. The Company does not require internal audit system as the Net Worth of the Company is less than Rs.50 lacs and the average annual turnover is less than Rs.5 crores.

8. According to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under' Clause (d) of Sub-section (1) of Section 209 of the Companies Act, 1956, for the business in which Company is engaged.

9. (a) According to the records of the Company, Provident Fund, Investor Education and Protection Fund, ESIC, Income Tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have been generally deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at July 31st, 2011 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us, the dues in respect of sales tax ,income tax, custom duties, wealth tax, excise duty, and cess that have been deposited with the appropriate authorities.

10. There are accumulated losses at the end of the financial year, which exceeds the net worth of the Company. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash losses during the immediately preceding financial year.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund or Society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

13. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. The Company does not have any term loans.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, it has not raised funds on short term basis.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any secured debenture during the year under audit, therefore the provisions of clause 4 (xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by way of public issue during the year, therefore the provisions of clause 4 (xx) of the Order are not applicable to the Company.

20. Based on the audit procedures undertaken by us and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our.

For BATLIBOI & PUROHIT

Chartered Accountants

Firm Regd. No 101048W

Sd/- R. D. Hangekar

Place : Mumbai Partner

Dated: 16.12.2011 Membership No. 30615

---

Jul 31, 2010

1) We have audited the attached Balance Sheet of M/s. Good Value Marketing Company Limited as at 31st July, 2010, the Profit and Loss Account for the year ended and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with the Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto a statement on the matters specified in paragraphs 6 of the said Order.

4) Attention is invited to the following notes: (a) No provision for accumulated arrears of dividend on preference shares (Note No.5). (b)The balance of debtors and creditors are subject to confirmation; adjustments and pending reconciliation (Note No. 6) (c) No provision for Stock in Trade of shares of Indo Bio-Tech Foods Limited amounting Rs. 77,71,400/- has been made by the Management, even though the Net Worth of the Company is "negative" and the shares are suspended from trading in the Stock Exchange. The above shares in trade are disclosed under the head "Current Assets" in the Balance Sheet. The loss for the year has been understated to that extent.

5) Further to our comments in the Annexure referred to in paragraph 4 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; accept as stated in para(4) above;

(e) On the basis of the written representations received from the directors, as on July 31st , 2010, and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualified as on July 3 P1, 2010 from being appointed as a Director, in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us,

the said accounts read together with the Significant Accounting Polices subject to our comments in Para 4 above and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles Generally Accepted in India:

i In case of the Balance Sheet, of the state of affairs of the company as at 31st July, 2010;

ii In case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Annexure referred to in paragraph 4 of our report of even date)

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

(b) The management during the year has not physically verified the fixed assets.

2. (a) The inventory has not been physically verified during the year by the management.

(b) Since the physical verification of the inventory has not been conducted we can not comment whether the procedure of physical verification is reasonable and adequate in relation to the size of the company.

(c) In our opinion and according to the information and explanations given to us the company is maintaining proper records of inventory, but in absence of physical verification we can not comment on the discrepancies if any between book stock and physical stock.

3. a) According to the information and explanations given to us the Company has taken interest free loans from two parties amounting to Rs.6,28,71,865/- listed in the Register maintained under section 301 of the Act.

b) As the loan is interest free and there are no other terms and conditions attached to this loan, hence we cannot comment on whether they are prima facie prejudicial to the company.

c) The loan taken is repayable on demand.

d) The Company has not granted any loan to any party listed in the register maintained under section 301 of the Companies Act, 1956.

4. 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 and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (a) According to the information and explanations provided by the management, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no 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 Rupees Five Lacs in respect of any party during the year.

6. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and rules made there under. However, old deposits are lying unclaimed.

7. The Company does not require internal audit system as the Net Worth of the Company is less than Rs. 50 lacs and the average annual turnover is less than Rs. 5 crores.

8. According to the information and explanations given to us the maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-section (I) of Section 209 of the Companies Act, 1956, for the business in which Company is engaged.

9. (a) According to the records of the Company, Provident Fund, Investor Education and Protection Fund, ESIC, Income Tax, Wealth tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it have been generally deposited during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of above were in arrears, as at July 31st, 2010 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us, the dues in respect of sales tax ,income tax, custom duties, wealth tax, excise duty, and cess that have been deposited with the appropriate authorities on account of dispute and the forum whether the dispute are sending are given beiow :

Name of the Nature of the Amount (Rs.) Forum where dispute is statute pending dues

Income Tax Appeal before Income Tax

A.Y.I996-97 Demands 10,63,19,433/- Appellate Tribunal, Mumbai.

10. (a) There are accumulated losses at the end of the financial year, which exceeds the net worth of the Company. The company has incurred cash losses during the financial year covered by our audit and has also incurred cash losses during the immediately preceding financial year.

(b) In our opinion, the Company has become Sick Company within the meaning of Clause (O) of Sub-section (1) of Section (3) of the Sick Industrial Companies (Special Provisions) Act, 1985. The last application to Board for Industrial & Financial Reconstruction was registered by BIFR on 09.03.2005. BIFR has rejected the application in December, 2006. However, the Company has filed a fresh application to BIFR and was registered by BIFR on 23.05.2007.

11. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. The Company is not a chit fund or a Nidhi / Mutual Benefit Fund or Society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the company.

13. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. The Company does not have any term loans.

16. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, it has not raised funds on short term basis.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

18. The Company has not issued any secured debenture during the year under audit, therefore the provisions of clause 4 (xix) of the Order are not applicable to the Company.

19. The Company has not raised any money by way of public issue during the year, therefore the provisions of clause 4 (xx) of the Order are not applicable to the Company.

20. Based on the audit procedures undertaken by us and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For BATLIBOI & PUROHIT Chartered Accountants

FirmRegd. No 101048 W

Sd/- R. D. Hangekar

Place : Mumbai Partner

Dated:09.12.2010 Membership No. 30615