Auditor Report of Graphic Charts Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of GRAPHIC CHARTS LIMITED which comprise the balance sheet as at 31 March 2015, the statement of Profit and Loss and the 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

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position of the Company in accordance with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. 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. 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 31 March 2015; and

b) In the case of the statement of Profit and Loss, of the loss for the year ended on that date.

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

Report on Other Legal and Regulatory Requirements

1. The Company is having accumulated losses of Rs.73,26,262/- as at 31st March, 2015. The company's net worth is eroded. This raises a doubt that the company will be able to continue as a going concern.

2. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, 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 during the course of the audit, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

3. As required by sub-section (3) of section 143 of the Act, 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 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 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, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of sub-section (2) of section 164 of the Act.ss

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report to the members of Graphic Charts Limited (the Company))

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, the management at reasonable intervals, in a phased verification- program has physically verified fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the company, and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

c) The Company has not disposed off any fixed assets during the year.

2. a) The management has conducted physical verification of inventory at reasonable intervals.

b) In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and the same have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured from / to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956. The Company has taken demand loans from its Directors which are interest free.

4. In our opinion 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 the purchase of inventory, fixed assets and for sale of goods and services. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposit in contravention of the provisions of Section 58A and 58AA and other provisions of the Companies Act, and it's Rules, and also 2 the directives of Reserve Bank of India with regard to acceptance of deposits from the public.

7. The Company does not have an Internal Audit system.

8. As informed to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company's products.

9. (a) According to the records of the Company and explanation given to us, there are certain statutory dues which are in arrears for a period of more than six months as on the Balance Sheet date.

Sr. Name of Statute Nature of dues Due from No.

1. Sales Tax Act Sales Tax F.Y. 2000-2001

2. Income Tax Act TDS on Professional F.Y. 2000-2001 Fees

3. Income Tax Act TDS on Salary F.Y 2000-2001

Sr. Name of Statute Amount (Rs.) No.

1. Sales Tax Act 1,61,466

2. Income Tax Act 4,974

3. Income Tax Act 63,477

However, the detailed working & particulars are not available on records with company.

(b) There was no disputed amount payable in respect of Income Tax, Wealth Tax, Service Tax and Custom Duty except for 76,333 /- pertaining to Sales Tax pending in appeal before Commissioner of Sales Tax for the financial year 1995-96.

10. The Company has accumulated losses of Rs.73,26,262/- as at the end of the financial year, and incurred cash losses in the financial year under the report and cash loss in the immediately preceding financial year.

11. Based on the information and explanations given by the management, and as reflected in the books, the Company has not taken any loan from any financial institution or bank.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Fund/ Schemes are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantees for loans taken by others from any bank or financial institution.

16. According to the information and explanations given to us, and as per the books of account the company has not taken any term loan during the year.

17. The Company has not borrowed any funds, hence comments for utilization of long term funds for short term uses and vice versa does not arise.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act of the Companies Act, 1956.

19. During the year the company has not issued any debentures.

20. The Company has not raised any money by public issue, during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year under audit.

FOR ASJ & Company LLP CHARTERED ACCOUNTANTS FRN: 133292W

CA. SHARED KUMAR PATEL PARTNER Membership No: 047570 Place : Mumbai Date : 7th Sept. 2015

---

Mar 31, 2014

We have audited the accompanying financial statements of GRAPHIC CHARTS LIMITED which comprise the balance sheet as at 31 March 2014, the statement of Profit and Loss and the 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

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position of the Company in accordance with the Accounting Standards referred to in section 211(X) of the Companies Act, 1956. 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. 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 SheeL of the state of affairs of the Company as at 31 March 2014; and

b) In the case of the statement of Profit and Loss, of the loss for the year ended on that date.

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

Report on Other Legal and Regulatory Requirements

1. The Company is having accumulated losses of Rs.70,79,378/- as at 31st March, 2014. The Company''s net worth is eroded. This raises a doubt that the company will be able to continue as a going concern.

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms 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.

3. As required by section 227(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 nesessary 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, tire Statement of Profit and Loss, and the Cash Row Statement dealt with by this Report are in agreement with the books of account;

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

e) On the basis of written representations received from the director as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being aooointed as a director in terms of section 27411Mq) of the Comoanies Act. 1956.

Referred to in Paragraph 2 of our report of even date on the accounts of Graphic Charts Limited for the year ended March 31, 2014.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b) As explained to us, the management at reasonable intervals, in a phased verification- program has physically verified fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the company, and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

c) The Company has not disposed off any fixed assets during the year.

2. a) The management has conducted physical verification of inventory at reasonable intervals.

b) In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and the same have been property dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured from / to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956. The Company has taken demand loans from its Directors which are interest free.

4. In our opinion 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 the purchase of inventory, fixed assets and for sale of goods and services. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposit in contravention of the provisions of Section 58A and 58AA and other provisions of the Companies Act, and it''s Rules, and also2 the directives of Reserve Bank of India with regard to acceptance of deposits from the public.

7. The Company does not have an Internal Audit system.

8. As informed to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s products.

9. (a) According to the records of the Company and explanation given to us, there are certain statutory dues which are in arrears for a period of more than six months as on the Balance Sheet date.

Sr. No.Name of Statute Nature of dues Due from Amount(Rs.)

1. Sales Tax Act Sales Tax F.Y.2000-2001 1,61,466

2. Income Tax Act TDS on Professional Fees F.Y.2000-2001 4,974

3. Income Tax Act TDS on Salary F.Y.2000-2001 63,477

However, the detailed working & particulars are not available on records with company.

(b) There was no disputed amount payable in respect of Income Tax, Wealth Tax, Service Tax and Custom Duty except for '' 76,333 /- pertaining to Sales Tax pending in appeal before Commissioner of Sales Tax lor the financial year 1995-96.

10. The Company has accumulated losses of'' 70,79,378/- as at the end of the financial year, and

incurred cash losses in the financial year under the report and cash loss in the immediately preceding financial year. ''

11. Based on the information and explanations given by the management, and as reflected in the books, the Company has not taken any loan from any financial institution or bank.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Fund/ Schemes are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantees for loans taken by others from any bank or financial institution.

16. According to the information and explanations given to us, and as per the books of account the company has not taken any term loan during the year.

17. The Company has not borrowed any funds, hence comments for utilization of long term funds for short term uses and vice versa does not arise.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act of the Companies Act, 1956.

19. During the year the company has not issued any debentures.

20. The Company has not raised any money by public issue, during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year under audit.

FOR ASJ & Company LLP CHARTERED ACCOUNTANTS FRN: 133292W

CA. SHARAD KUMAR PATEL

Place: Mumbai PARTNER

Date : 6th Sept. 2014 Membership No: 047570

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Mar 31, 2013

We have audited the ac companying financial statements of GRAPHIC CHARTS LIMITED which comprise the balance sheet as art 31 March 2013, the statement of Profit and loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management''s ResponsfcBlty for the Financial Statements

The Company''s Management is responsWe for the preparation of these financial statements that give a true and fair view of the financial position of the Company in accordance with the Accounting Standards Standards referred to in section 211(3C) of me Companies Act 1956 This responsibility includes the dsign, implementation and maintainance of internal control relevant to the preparation and presentation of the finance statements mat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibity 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 te 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 me amounts and disclosures in the financial statements The procedures selected depend on the auditor''s judgmeft,induo1rig trie 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 preparation arid fair preseritation 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 trie overal preservation of the finarraal statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a tasis 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)ln the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013, and

b) In the case of the statement of Profit & Loss, of the toss for the year ended on mat date

c) In the case of Cash Flow Statement, of the cash Bows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. TheCompany is having accumulated losses of 67,62,516/- as at 31'',March,2013The company''s net worm is eroded. This raises a doubt that the company wi be able to continue asagoing concern.

2 As required by the Companies (Auditor''s Report) Order, 2003 (The Order") issued by the Central Government of India in terms of section 227(4A) of me Act, we give in the Amexure a statement on the matters specified in paragraphs 4 and 5 of the Order

3 As required by section 227(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 purpose of our audit;

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement deattwimrjy this Rerxirtareinag/eemertwim the

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

e) On the basis of written representations received from the director as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of section 274(l)(g) of the Companies Act 1956

ANNEXURE TO THE AUDITOR''S REPORT

Referred to in Paragraph 2 of our report of even date on the accounts of Graphic Charts Limited for the year ended March 31, 2013.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

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

(b) As explained to us, the management at reasonable intervals, in a phased verification- programme has physically verified fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the company, and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

(c) TheCompanyhas not disposed off any fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) (c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and the same have been properly dealt with in the books of account

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured from / to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956. The Company has taken demand loans from its Directors which are interest free.

4. In our opinion 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 the purchase of inventory, fixed assets and for sale of goods and services. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposit in contravention of the provisions of Section 58Aand 58AAand other provisions of the Companies Act, and it''s Rules, and also the directives of Reserve Bank of India with regard to acceptance of deposits from the public.

7. The Company does not have an Internal Audit system

8. As informed to us. the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s products.

9. (is) According to the records of the Company and explanation given to us, there are certain statutory dues which are in arrears for a period of more than six months from the date rhey became payable as on the Balance Sheet date

Sr. No. Name of Statute Nature of dues Due from Amount (")

1. Sales Tax Act Sales Tax F.Y 2000-2001 1,61,466

2. Income Tax Act TDS on Professional Fees F.Y. 2000-2001 4,974

3. Income Tax Act TDS on Salary F.Y. 2000-2001 63,477



(b) There was no disputed amount payable in respect of Income Tax, Wealth Tax, Service Tax and Custom Duty except for 76,333 A pertaining to Sates Tax pending in appeal before Commissioner of Sales Tax for the financial year 1995-96.

10. The Company has accumulated losses of 67,62,516/- as at the end of the financial year, and incurred cash losses in the financial year under the report and in the immediately preceding financial year.

11. Based on the information and explanations given by the management, and as reflected in the books, the Company has not taken any loan from any financial institution or bank.

12. As explained to us, the Company has not granted any loans or advances on the basis of security byway of pledge of shares, debentures or any other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Fund/Schemes are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantees for loans taken by others from any bank or financial institution.

16. According to the information and explanations given to us, and as per the books of account the company has not taken any term loan during the year.

17. The Company has not borrowed any funds, hence comments for utilization of long term funds for short term uses and vice versa does notarise.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act of the Companies Act, 1956.

19. During the year the company has not issued any debentures.

20. The Company has not raised any money by public issue,during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year under audit.



FOR J. K. KHANNA & CO.

CHARTERED ACCOUNTANTS

FRN-.105078W

Place: MUMBAI

Dated: 30/08/2012 SHARAD KUMAR PATEL

(PARTNER)

Membership No: 047570

---

Mar 31, 2012

1. We have audited the attached Balance sheet of GRAPHIC CHARTS LIMITED as at 31st March, 2012 and also the Profit and Loss Account 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 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by 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, and amended CARO 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annexed hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. 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.

ii. In our opinion, proper books of account, as required by the Companies Act, 1956 have been kept by the Company so far as it appears from our examination of the books.

iii. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account of the Company.

iv. In our opinion, the Balance Sheet and the Profit and Loss Account and the 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.

v. Based on the representations made by the Directors as on 31st March, 2012 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2012, prima- facie disqualified from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. the company is having accumulated losses of Rs. 63,37,668/- as at 31st March, 2012. The company's net worth is substantially eroded. This raises a doubt that the company will be able to continue as a going concern.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, and the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and subject to the note no. 1, 2 and 3 present, 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 31st March, 2012;

b) in the case of the Profit and Loss Account, of the profit of the Company 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.

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in Paragraph 2 of our report of even date on the accounts of Graphic Charts Limited for the year ended March 31, 2012.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

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

(b) As explained to us, the management at reasonable intervals, in a phased verification- programme has physically verified fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the company, and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

(c) The Company has not disposed off any fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) (c) In our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to the book records were net material and the same have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured from/to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956. The Company has taken demand loans from its Directors which are interest free.

4. In our opinion 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 the purchase of inventory, fixed assets and for sale of goods and services. In our opinion, and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5. In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposit in contravention of the provisions of Section 58A and 58AA and other provisions of the Companies Act, and it's Rules, and also the directives of Reserve Bank of India with regard to acceptance of deposits from the public.

7. The Company does not have an Internal Audit system.

8. As informed to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company's products.

9. (a) According to the records of the Company and explanation given to us, there are certain statutory dues which are in arrears for a period of more than six months from the date they became payable as on the Balance Sheet date.

Sl. Name of Statute Nature of dues Due from No.

1. Sales Tax Act Sales Tax F.Y. 2000-2001

2. Income Tax Act TDS on Professional F.Y. 2000-2001 Fees

3. Income Tax Act TDS on Salary F.Y. 2000-2001

4. Professional Tax Act Professional Tax F.Y. 2000-2001



Sl. Name of Statute Amount(Rs) No.

1. Sales Tax Act 1,61,466

2. Income Tax Act 4,974

3. Income Tax Act 63,477

4. Professional Tax Act 48,410

(b) There was no disputed amount payable in respect of Income Tax, Wealth Tax, Service Tax and Custom Duty except for Rs. 76,333 /- pertaining to Sales Tax pending in appeal before Commissioner of Sales Tax for the financial year 1995-96.

10. The Company has accumulated losses of Rs. 63,37,668/- as at the end of the financial year, and incurred cash losses in the financial year under the report and cash profit in the immediately preceding financial year.

11. Based on the information and explanations given by the management, and as reflected in the books, the Company has not taken any loan from any financial institution or bank.

12. As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

13. In our opinion, the provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Fund/Schemes are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in securities.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantees for loans taken by others from any bank or financial institution.

16. According to the information and explanations given to us, and as per the books of account the company has not taken any term loan during the year.

17. The Company has not borrowed any funds, hence comments for utilization of long term funds for short term uses and vice versa does not arise.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act of the Companies Act, 1956.

19. During the year the company has not issued any debentures.

20. The Company has not raised any money by public issue, during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported during the year under audit.



FOR J. K. KHANNA & CO. CHARTERED ACCOUNTANTS FRN:105078W

SHARAD KUMAR PATEL (PARTNER) Membership No: 047570

Place: MUMBAI Dated: 30/08/2012

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Mar 31, 2010

1. We have audited the attached Balance sheet of GRAPHIC CHARTS LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Row 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 conducted our audit in accordance with 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by 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, and amended CARO 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. 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.

ii. In our opinion, proper books of account, as required by the Companies Act, 1956 have been kept by the Company so far as it appears from our examination of the books.

Hi. The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account of the Company.

iv. In our opinion, the Balance Sheet and the Profit and Loss Account and the Cash Row 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.

v Based on the representations made by the Directors as on 31st March, 2010 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2010, prima-facie disqualifiedfrom being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. The company is having accumulated losses of Rs. 43,82,799/-as at 31st March,2010.Thecompanysnetworthis eroded. This raises a doubt that the company will be able to continue as a going concern.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, and the other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present, 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 31* March 2010;

b) in the case of the Profit and Loss Account.of the profit of the Company for the year ended on that date,

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

Annexure to the Auditors Report

Referred to in Paragraph 2 of our report of even dale on the accounts of Graphic Charts Untied tor the year ended March 31,2010.

On (tie basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:- t. a) The Company has maintained prober records showing Ml particulars including quanlitative details

(b) As explained to us, the management at reasonable intervals, in a phased verification-programme has physically verified fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the company, and the nature of its assets. The discrepancies reported on such verification were not material and have been property dealt with in the books of account.

(c) The Company has not disposed off all of its fixed assets during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to the book records were not material and the same have been property dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured . from/to companies.firms or other parties listed in the register maintained under Section 301 of the Companies Act 1956. The Company has taken demand loans from its Directors which are interest free.

4. In our opinion to the information and explanations given to us, there are generally adequate internal control system commen- surate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our previous assessment no major weakness in internal control system;

5. In our opinion and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act; 1956.

fi The Company has not accepted any deposit in contravention of the provisions of Section 58A and 58AA and other provisions of the Companies Act, and its Rules, and also the directives of Reserve Bank of India with regard to acceptance of deposits from the public.

7. The Company does not have an Internal Audit system.

8 As informed to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Companys products.

9. (a) According to the records of the Company and explanation given to us, there are certain statutory dues which are in arrears for a period of more than six months from the date they became payable as on the Balance Sheet date. Sr. No. Name of Statute Nature of dues Due from Amount (Rs.)

1. Sales Tax Act SalesTax F.Y.2000-2001 1,30240

2 Income Tax Act TDS on Professional Fees F.Y.2000-2001 4,974

3 Income Tax Act TDS on Salary F.Y.2000-2001 63,477 4. Professional Tax Act Professional Tax F.Y.2000-2001 48,410

5. MVAT Act MVAT F.Y.2005-2006 932

6. MVT Act MVAT F.Y.2006-2007 294

(b) There was no disputed amount payable in respect of Income Tax, Wealth Tax, Service Tax and Custom Duty except for Rs. 76,333 /- pertaining to Sales Tax pending in appeal before Commissioner of Sales Tax for the financial year 1995-96.

10. The Company has accumulated losses of 44,00,545/- as at the end of the financial year and has also incurred cash losses in the financial year under the report and the immediately preceding financial year.

11. Based on the information and explanations given by the management, and as reflected in the books, the Company has not taken any loan from any financial institution or bank.

12 As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities;

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Fund/Schemes are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not a dealer or trader in securities

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantees for loans taken by others from any bank or financial institution.

16. According to the information and explanations given to us, and as per the books of account the company has not taken any term loan during the year.

17. The Company has not borrowed any funds, hence comments for utilization of tang term funds for short term uses and vice versa does not arise.

18. The Company has not made any preferential allotment of shares to parlies and companies covered in the register maintained under Section 301 of the Act of the Companies Act, 1956.

19. During the year the company has not issued any debentures.

20. The Company has not raised any money by public issue, during the year.

21. According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the

FOR R.K.J.K.KHANNA & CO.

CHARTERED ACCOUNTANTS

SHARAD KUMAR PATEL

(PARTNER)

Membership No: 45750

Place: MUMBAI Place: MUMBAI

DATED: 28th August 2010 Dated: 25th August 2010.