Auditor Report of Gujarat Aqua Industries Ltd.

Mar 31, 2012

We have audited the attached Balance Sheet of Gujarat Aqua Industries Limited, Ahmadabad as at 31st March 2012, and also the Profit and Loss Account of the company for the year ended on that date annexed hereto. 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 and report that:

1. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and reform 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 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.

2. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in the term of Section 227 (4A) of the Companies Act, 1956, we Annex hereto a statement on the matters. specified in the paragraph 4 & 5 of the said order.

3. Further to our comments in the annexure referred to the in paragraph I above:

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 accounts as required by law have been kept by the company, so far as appears from our examination of the books.

c) The Balance Sheet and Profit and Loss Account dealt this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report have complied with the accounting standards referred to Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 315t March 2010 from being appointed as a director in terms of clause (g) of the sub section (1) of the Section 274 of the Companies Act, 1956.

f) In our Oplillon and to the best of our information and according to the explanation give to us, the said accounts read with the significant accounting policies 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:

1) In the case of Balance Sheet of the state of affairs of the company as on 31st March 2011.

2) In the case of Profit and Loss Account of the profit for the year ended on that date.

For Kamal C Mehta & Co

CHARTERED ACCOUNTANTS

Sd/-

Date : 25/08/2012 Partner

Place : Ahmadabad M.No. 32547

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Mar 31, 2010

We have audited the attached Balance Sheet of Gujarat Aqua Industries Limited as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on the date annexed hereto. These financial statements are the responsibility of the Company's managements. Our responsibility is to express an opinion on these financial statements based on our audit.

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 statement. An audit also 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 provide a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order 2003 (after incorporating the amendments made by the Companies (Auditor's Report) (Amendment) Order, 2004 dated 25th November, 2004), issued by the Central Government of India, in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 1 above. We report that:

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

b) In our opinion proper books of accounts as required by law have been kept by the company so far as appears from our examination of such books.

c) The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the books of the company.

d) In our opinion the profit and loss account and the Balance Sheet, comply with the mandatory accounting standards referred to in section 211(3c) of the companies Act, 1956, to the extent applicable.

e) According to the information and explanations given to us, in relation to the affairs of the company, none of the directors are disqualified from being appointed as directors under section 274(1)(g) of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the accounts, subject to notes and Schedules there to gives the information required by companies Act 1956 in the manner as required and presents true and fair view.

i) In the case of the Balance sheet of the state of affairs of the company as at 31st March 2010 and

ii) In the case of the Profit & Loss Account, of the Profit of the company for the year ended on that date.

iii) In the case of Cash Flow Statement of the Company for the year ended on that Date.

Annexure to the Auditor's report Reg: Gujarat Aqua Industries Limited

As referred to in paragraph 1 of our Report of even date:

i. This clause of the order is not applicable to the company since no Fixed Assets exist during the year.

ii. (a) The Company has traded in shares & securities and question of physical verification doesn't arise.

(b) On the basis of our examination of the records of inventory, we are of the opinion the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material. company don't have any inventory of physical goods except shares.

(c) On the basis of our examination of the records of inventory. We are of the opinion that the company is maintaining proper records of inventory.

iii. (a) The Company has granted loan to three parties covered in the register maintained under section 301 of the companies Act, 1956.The maximum amount involved during the year was Rs.129.60 Lacs & year end balance is Rs. 105.00 lacs.

As informed The company has not taken any loans from party covered in 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, the rate of interest and other terms and conditions for such loan given by the company, are not prima facie prejudicial to the interest of the company.

(c) In respect of loan given, repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no overdue amount of loan given to companies, firms or other parties listed in the register maintained under section 301 of the companies Act, 1956.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements, that need to be entered into the register maintained under section 301of 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 arrangement entered in the register maintained under section 301 of the companies Act,1956 and exceeding the value of Rs.5.00 lac in respect of any party during the year. Except loans made.

vi The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA or any other relevant provisions of the companies Act 1956,and the rules framed there under.

vii. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

viii. The regulation for maintaining cost records under section 209(1)(d) of the companies Act 1956, is not applicable to the company.

ix. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection and, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no disputed amounts in respect of income tax, custom duty, wealth tax, service tax, cess, and other statutory dues other than mentioned as under :

Name Of Statute Nature of Dues Amount Due Period to which Forum where [Rs. In Lacs] it relates dispute is pending

The Income Tax Income Tax - F.Y. 2004-05 Commissi oner of Act, 1961 Demand A.Y. 2005-06 Income Tax [Appeals], Ahmedabad

The Income Tax Income Tax 4.12 F.Y. 2006-07 Commissi oner of Act, 1961 Demand A.Y. 2007-08 Income Tax [Appeals], Ahmedabad

x. The Company does not have any accumulated losses, neither the company has incurred any cash losses during the financial year covered by our audit, not in the immediately preceding financial year.

xi. On the basis of the records examined by us and the information and explanations given to us the company does not have any dues payable to Financial Institution, Banks and debenture holders.

xii. The company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

xiii. This Clause of the order is not applicable to the company as the company is not a Chit fund company or a Nidhi / Mutual Benefit fund/Societies.

xiv. In respect of the Share, Securities, Debentures and other Investments in which the company has invested/traded, the Company has maintained proper records of all the transaction and contracts, and timely entries have been made for such transactions. Further all such securities have been held by the company in its own name, except to the extent of the exemption granted under section 49 of the Act.

xv. According to the information and explanation given to us, and the representation made by the management the company has not given any guarantee for loans taken by others from any bank or financial Institution.

xvi. This Clause of the order is not applicable to the company as the company has not taken any Term Loan.

xvii. According to the information and explanations given to us on overall basis, fund raised on short term basis have, prime facie, not been used during the year for long term investment.

xviii. 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.

xix. There are no debentures issued and outstanding during the year.

xx. The company has not raised money by public issue during the year.

xxi. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For KAMAL C MEHTA & CO.

Chartered Accountants

Place: Ahmedabad

Date: 29/07/2010 PARTNER

M.SHIP NO.32547

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Mar 31, 2009

We have audited the attached Balance Sheet of Gujarat Aqua Industries Limited. Ahmedabad as at 31st March 2009, and also the Profit and Loss Account of the company for the year ended on that date annexed hereto. 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 and report that.

1 We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit U obtain reasonable assurance about whether the financial statements are bee ol material misstatement. An audit includes examining on a lest basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates rn.uk, the management, as well as evaluating the overall l.nane.al statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Manufacturing and Other Companies (Auditors Report) Order. 1988. issued by the Company Law Board in the term of Section 227 (4A) of the Companies Act, 1956, we Annex hereto a statement on the matters specified in the paragraph 4 & 5 of the said order.

3. Further to our comments in the annexure referred to the in paragraph 1 above:

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 accounts as required bj law have been kepi, by the company, so far as appears from our examination of the books.

c) The Balance Sheet and Profit and Loss Account dealt this report arc in agreement with the books to accounts.

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report have complied with the accounting standards referred to Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representation received from the directors as on 31 March 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3 U1 March 2008 from being appointed as a director in terms of clause (g) of the sub section (1) of the Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation give to us, the said accounts read with the significant accounting policies 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:

1) In the case of Balance Sheet of the state of affaires of the company as on 31st March 2009. '

2) In the case of Profit and Loss Account of the profit for the year ended on that date.

Place: Ahmedabad For, Kamal C. Mehta & Co.

Chartered Accountant

Date: 29-07-2009 Partner

M. No. 32847