Auditor Report of Wellwin Industry Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of the M/s WELLWIN INDUSTRY LIMITED, which comprise the Balance Sheet as at 31st March, 2014 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:

2. Management is responsible for the preparation of these financial statements 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 of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

3. 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.

4. 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.

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

Opinion:

6. 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:

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

(ii) in the case of the Profit and Loss Account of the loss for the year ended on that date;

and

(iii) in the case of cash flow statement of the Cash Flow of the Company for the year ended on that date.

Report on Other Legal and Regulatory Matters:

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

2. 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 so far as appears from our examination of those books

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

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

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

(Reffered to in paragraph 1 under section ''Report on Other Legal and Regulatory Requirements'' of our report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) As explained to us there was no Fixed assets in the company which was fully sold in the previous year.

(b) In our opinion and according to the information and explanation given to us, there was no fixed assets in the company which was fully sold in the previous year.

(c) In our opinion and on the basis of our examination of the records, there was no fixed assets in the company which was fully sold in the previous year.

2. (a) As explained to us, there was no inventory as the company wound up its activities.

(b) In our opinion and according to the information and explanations given to us, there was no inventory as the company wound up its activities.

(c) In our opinion and on the basis of our examination of the records, there was no inventory as the company wound up its activities.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Sales- tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. However, The Company has not been regularly deposited income-tax with the appropriate authorities. According to the information and explanations given to us there was an outstanding income tax due of Rs. 13,35,713/ - as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax , wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes during the year.

10. The Company does have an accumulated loss of Rs.32,82,52,789/- during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

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

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

FOR A.K. RAJAGOPALAN & CO Chartered Accountants

CA T.R.ASHOK Place : Chennai Partner Date : 25.08.2014 FRN: 003405S MRN:26133

---

Mar 31, 2013

1. We have audited the attached Balance Sheet of M/s Wellwin Industry Limited as at 31st March, 2013 and the Profit and Loss Account an also the cash flow statement for the period of 12 Months ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express our opinion on this financial statement 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 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.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956, we enclose in the annexure 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 in paragraph (3) 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 purpose of our audit.

ii. 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 those books.

ii. The Balance Sheet and the Profit & Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the Balance Sheet, Profit & 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.

v. On the basis of written representations received from the Directors, as on 31" March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director under section 274 (1) (g) of the Companies Act 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 :

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2013

b) In the case of Profit and Loss Account, of the Loss for the period of 12 months ended on that date and

c) In the case of cash flow statement, of the cash flow for the period of 12 months ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

(Reffered to In paragraph 3 of our report of even date) Reg : Wellwin Industry Limited

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

According to the information and explanations given to us, the fixed assets have not been physically verified by the management during the 12 Months period, but there is a regular program of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its Assets. No material discrepancies were noticed on such physical verification.

During the 12 Months period the company has disposed of the building.

2. The Company has no inventory during the opening and at the close of the financial year Hence the clause is not applicable

3. The company has not granted any loans, secured or unsecured, to companies, firms or other parties and has taken loan from one party required to be listed in the register maintained under Section 301 of the Companies Act, 1956.

4. This Clause is Not Applicable as the company not in operations.

5. As explained to us there has not been any transaction during the 12 Months period that need to be entered in the register maintained under section 301 of the Companies Act, 1956

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits from public.

7. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and hence clause (viii) of Para 4 of the order relating to maintenance of cost records, is not applicable.

8. In our opinion and according to the explanations given to us, the company is not regular in depositing statutory dues with the appropriate authorities and there were disputed statutory dues payable which are outstanding as at 31.03.2013.

9. The accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial 12 Months period covered by our audit. In the immediate preceding financial 12 Months period cash losses were incurred.

10. The company had availed credit facilities from Bank of India & Union Bank of India, Chennai and in both these banks the credits were overdue. The company had already received notices recalling the advance from both the banks. The company had taken up the matter with both the banks for one time settlement of dues, which had been accepted, by both the banks. As on date the dues have been settled by M/s. Chitra Constructions to whom the registration of transfer of land & building is pending clearance from income tax department. Necessary permission from shareholders of the company has been obtained earlier through postal ballot during April 2007. The Company has since sold the building.

11. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the requirement of clause (xii) of Para 4 of the Order is not applicable to the company.

12. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence the requirement of clause (xiii) of Para 4 of the Order is not applicable to the company.

13. The company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of para 4 of the Order is not applicable to the company.

14. The company has not availed any term loans and therefore clause (xvi) of para 4 of the Order is not applicable to the company.

15. 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 and therefore the requirement of clause (xviii) of para 4 of the Order is not applicable to the company.

16. The company has not issued any debentures. Hence the requirements of clause (xix) of para 4 of the Order is not applicable to the company.

17. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the 12 Months period.

18. Based our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

FOR A.K. RAJAGOPALAN & CO

Chartered Accountants

CA T.R.ASHOK

Place : Chennai Partner

Date : 14.08.2013 FRN: 003405S

MRN:26133

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Wellwin Industry Limited as at 31st March, 2012 and the Profit and Loss Account an also the cash flow statement for the period of 12 Months ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express our opinion on this financial statement 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 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.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956, we enclose in the annexure 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 in paragraph (3) 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 purpose of our audit.

ii. 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 those books.

iii. The Balance Sheet and the Profit & Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the Balance Sheet, Profit & 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.

v. On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director under section 274 (1) (g) of the Companies Act 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 :

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2012

b) In the case of Profit and Loss Account, of the Loss for the period of 12 months ended on that date and

c) In the case of cash flow statement, of the cash flow for the period of 12 months ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Reffered to in paragraph 3 of our report of even date)

Reg : Wellwin Industry Limited

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

According to the information and explanations given to us, the fixed assets have not been physically verified by the management during the 12 Months period, but there is a regular program of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its Assets. No material discrepancies were noticed on such physical verification.

During the 12 Months period the company has disposed of major part of Plant & Machinery.

2. The Company has no inventory during the opening and at the close of the financial year Hence the clause is not applicable

3. The company has not granted any loans, secured or unsecured, to companies, firms or other parties and has taken loan from one party required to be listed in the register maintained under Section 301 of the Companies Act, 1956.

4. This Clause is Not Applicable as the company not in operations.

5. As explained to us there has not been any transaction during the 12 Months period that need to be entered in the register maintained under section 301 of the Companies Act, 1956

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits from public.

7. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and hence clause (viii) of Para 4 of the order relating to maintenance of cost records, is not applicable.

8. In our opinion and according to the explanations given to us, the company is not regular in depositing statutory dues with the appropriate authorities and there were disputed statutory dues payable which are outstanding as at 31.03.2012.

9. The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial 12 Months period covered by our audit. In the immediate preceding financial 12 Months period cash losses were incurred.

10. The company had availed credit facilities from Bank of India & Union Bank of India, Chennai and in both these banks the credits were overdue. The company had already received notices recalling the advance from both the banks. The company had taken up the matter with both the banks for one time settlement of dues, which had been accepted, by both the banks. As on date the dues have been settled by M/s. Chitra Constructions to whom the registration of transfer of land & building is pending clearance from income tax department. Necessary permission from shareholders of the company has been obtained earlier through postal ballot during April 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. Hence the requirement of clause (xii) of Para 4 of the Order is not applicable to the company.

12. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence the requirement of clause (xiii) of Para 4 of the Order is not applicable to the company.

13. The company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of para 4 of the Order is not applicable to the company.

14. The company has not availed any term loans and therefore clause (xvi) of para 4 of the Order is not applicable to the company.

15. 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 and therefore the requirement of clause (xviii) of para 4 of the Order is not applicable to the company.

16. The company has not issued any debentures. Hence the requirements of clause (xix) of para 4 of the Order is not applicable to the company.

17. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the 12 Months period.

18. Based our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

FOR A.K. RAJAGOPALAN & CO

Chartered Accountants

CA T.R.ASHOK

Place : Chennai Partner

Date : 24.08.2012 FRN: 003405S

MRN:26133

---

Mar 31, 2011

1 We have audited the attached Balance Sheet of M/s. Wellwin Industry Limited as at 31st March, 2011 and the Profit and Loss Account and also the Cash Flow Statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express our opinion on this financial statement 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 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.

3 As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956, We enclose in the annexure 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 in paragraph (3) 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 purpose of our audit.

ii. 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 those books.

iii. The Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the Balance Sheet, Profit & 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.

v. On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a director under section 274 (1) (g) of the Companies Act 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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

a. In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2011

b. In the case of Profit and Loss Account, of the Loss for the period of 12 months ended on that date and

c. In the case of Cash Flow Statement, of the Cash Flow for the period of 12 months ended on that date.

Reg : Wellwin Industry Limited

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

According to the information and explanations given to us, the fixed assets have not been physically verified by the management during the 12 Months period, but there is a regular program of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its Assets. No material discrepancies were noticed on such physical verification.

During the 12 Months period the company has disposed of major part of Plant & Machinery.

2. The Company has no inventory during the opening and at the close of the financial year Hence the clause is not applicable.

3. The company has not granted any loans, secured or unsecured, to companies, firms or other parties and has taken loan from one party required to be listed in the register maintained under Section 301 of the Companies Act, 1956.

4. This Clause is Not Applicable as the company not in operations.

5. As explained to us there has not been any transaction during the 12 Months period that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

6. In our opinion and according to the explanations given to us, the company has not accepted any deposits from public.

7. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and hence clause (viii) of Para 4 of the order relating to maintenance of cost records, is not applicable.

8. In our opinion and according to the explanations given to us, the company is not regular in depositing statutory dues with the appropriate authorities and there were disputed statutory dues payable which are outstanding as at 31.03.2011.

9. The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial 12 Months period covered by our audit. In the immediate preceding financial 12 Months period cash losses were incurred.

10. The company had availed credit facilities from Bank of India & Union Bank of India, Chennai and in both these banks the credits were overdue. The company had already received notices recalling the advance from both the banks. The company had taken up the matter with both the banks for one time settlement of dues, which had been accepted, by both the banks. As on date the dues have been settled by M/s. Chitra Constructions to whom the registration of transfer of land & building is pending clearance from income tax department. Necessary permission from shareholders of the company has been obtained earlier through postal ballot during April 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. Hence the requirement of clause (xii) of Para 4 of the Order is not applicable to the company.

12. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence the requirement of clause (xiii) of Para 4 of the Order is not applicable to the company.

13. The company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of para 4 of the Order is not applicable to the company.

14. The company has not availed any term loans and therefore clause (xvi) of para 4 of the Order is not applicable to the company.

15. 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 and therefore the requirement of clause (xviii) of para 4 of the Order is not applicable to the company.

16. The company has not issued any debentures. Hence the requirements of clause (xix) of para 4 of the Order is not applicable to the company.

17. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the 12 Months period.

18. Based our verification of Books of account and other relevant records and based on the information and explanations given to us, we have not noticed or reported any fraud on or by the Company during the year under review.

FOR A.K. RADAGOPALAN & CO Chartered Accountants

CAT.R.ASHOK

Place : Chennai Partner

Date : 27.08.2011 FRN: OO3405S

MRN: 26133

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Mar 31, 2010

1 We have audited the attached Balance Sheet of M/s. Wellwin Industry Limited as at 31st March, 2010 and the Profit and Loss Account and also the Cash Flow statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express our opinion on this financial statement 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 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.

3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act 1956, We enclose in the annexure 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 in paragraph (3) 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 purpose of our audit.

ii. 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 those books.

iii. The Balance Sheet and the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion the Balance Sheet, Profit & 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.

v. On the basis of written representations 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 31st March 2010 from being appointed as a director under section 274 (1) (g) of the Companies Act 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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

a. In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2010

b. In the case of Profit and Loss Account, of the Loss for the period of 12 months ended on that date and

c. In the case of Cash Flow statement, of the Cash Flow for the period of 12 months ended on that date.

ANNEXURE TO THE AUDITORS REPORT Reg : Wellwin Industry Limited (Referred to in paragraph 3 of our report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. Accounting to the information and explanations given to us, the fixed assets have not been physically verified by the management during the 12 months period, but there is a regular program of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its Assets. No material discrepancies were noticed on such physical verification. During the 12 Months, period the company has not disposed of any major part of Plant & Machinery.

2. The company has not granted any loans, secured or unsecured, to companies, firms or other parties and has taken loan from one party required to be listed in the register maintained under Section 301 of the Companies Act, 1956.

3. As there are no operation during the year, Inventory clause does not applicable.

4. As explained to us there has not been any transaction during the period that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

5. In our opinion and according to the explanations given to us , the company has not accepted any deposit from public.

6. The Central Government has not prescribed the maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956 and hence clause (viii) of Para 4 of the order relating to maintenance of cost records, is not applicable.

(a) In our opinion and according to the explanations given to us, the company is regular in depositing statutory dues with the appropriate authorities and there were no undisputed statutory dues payable which are outstanding as at 31.03.2010.

7. The accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial 12 Months period covered by our audit. In the immediate preceding financial 12 Months period also cash losses were incurred.

8. The Company has settled the out standings to Bank of India, Chennai and Union Bank of India Chennai, Secured Loans taken availed.

9. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the requirement of Clause (xii) of Para 4 of the Order is not applicable to the company.

10. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence the requirement of Clause (xiii) of Para 4 of the Order is not applicable to the company.

11. The company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of Para 4 of the Order is not applicable to the company.

12. The company has not availed any term loan and therefore clause (xvi) of Para 4 of the Orderis not applicable to the company.

13. 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 and therefore the requirement of clause (xviii) of Para 4 of the Order is not applicable to the company.

14. The company has not issued any debentures. Hence the requirement of clause (xix) of Para 4 of the Order is not applicable to the company.

15. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the period.

FOR A.K. RAJAGOPALAN & CO

Chartered Accountants

CA T.R.ASHOK

Place : Chennai Partner

Date -.17.09.2010 Membership No.26133

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s Wellwin Industry Limited as at 31st March, 2009 and the profit and Loss Account an also the cash flow statement for the period of 12 months ended on that date annexed thereto. These financial statements are the responsibility of the companys Management. Our Responsibility is to express our opinion on these financial statement 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 disclosure 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 issued by the Central Government of India in terms of Section 227 (4A) of the companies Act 1956, we enclose in the annexure 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 in paragraph (3) 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 purpose of our audit.

(ii) 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 those books.

(iii) The Balance Sheet and the profit & loss account and cash flow statement dealt with by this report are in agreement with the books of accounts

(iv) In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statements 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) On the basis of written representatives received from the directors as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director under section 274 (1) (g) of the Companies Act 1956.

(vi). In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March 2009

b) In the case of Profit and Loss Account, of the loss for the period of 12 months ended on that date and

c) In the case of Cash flow statement, of the cash flow for the period of 12 months ended on that date.

ANNEXURE TO THE AUDITORS REPORT Reg.: Weliwin industry Limited (Referred to in paragraph 3 of our report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. According to the information and explanations given to us, the fixed assets have not been physically verified by the management during the 12 Months period, but there is a regular program of verification which, in our opinion, is reasonable having regard to size of the company and the nature of its Assets. No material discrepancies were noticed on such physical verification. During the 12 Months period the company has not disposed of any major part of Plant & Machinery,

2. The inventory has been physically verified by the management at reasonable intervals during the 12 Months period. In our opinion, the frequency of such verification is reasonable. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company has maintained proper records of inventory, the discrepancies noticed on verification between the physical stocks and book records were not material.

3. The company has not granted any loans, secured or unsecured, to companies, firms or other parties and has taken loan from one party required to be listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control.

5. As explained to us there has not been any transaction during the 18 Months period that need to be entered in the register maintained under section 301 of the Companies Act, 1956

6. In our opinion and according to the explanations given to us, the company has not accepted any deposit from public.

7. The Central Government has not prescribed the maintenance of cost records under section 209 (1 )(d) of the Companies Act, 1956 and hence clause (viii) of Para 4 of the order relating to maintenance of cost records, is not applicable

(a) In our opinion and according to the explanations given to us, the company is regular in depositing statutory dues with the appropriate authorities and there were no undisputed statutory dues payable which are outstanding as at 31.03.2009.

8. The accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial 12 Months period covered by our audit. In the immediate preceding financial 12 Months period no cash losses wer incurred.

9. The company has availed credit facilities from Bank of India & Union Bank of India, Chennai and in both these banks the credits are overdue. The company has already received notices recalling the advance from both the banks. The company has taken up the matter with both the banks for one time settlement of dues, which had been accepted, by both the banks. As on date portions of the dues have been paid. The company intends to sell Land & Building belonging to the company to settle the dues. Necessary permission from shareholders of the company has been obtained through postal ballot during April 2007.

10. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence the requirement of clause (xii) of Para 4 of the Order is not applicable to the company.

11. The company is not a Chit Fund, Nidhi or Mutual benefit society. Hence the requirement of clause (xiii) of Para 4 of the Order is not applicable to the company.

12. The company is not dealing or trading in shares, securities, debentures and other investments. Hence the requirement of clause (xiv) of para 4 of the Order is not applicable to the company.

13. The company has not availed any term loan and therefore clause (xvi) of para 4 of the Order is not applicable to the company.

14. 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 and therefore the requirement of clause (xviii) of para 4 of the Order is not applicable to the company.

15. The company has not issued any debentures. Hence the requirements of Clause (xix) of para 4 of the Order is not applicable to the company.

16. According to the information and explanations given to us, any fraud on or by the company has not been noticed or reported during the 18 Months period.

17. Even though the company has sold its investments in its subsidiary namely Alcaste India Ltd. To a third party we have not passed necessary entries in the books of accounts since the proposed purchaser has raised a dispute on consideration payable on transfer of said shares. The matter yet to be resolved and the company has filed a suit in the

For A.K. RAJAGOPALAN & CO., Chartered Accountants

Sd/- CA T.A.ASHOK Partner

Place: Chennai Membership No. : 26133

Date:18.09.09