We have audited the attached Balance Sheet of VENUS UNIVERSAL LTD as at 31st March 2014, the Profit and Loss account and 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.

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 the 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of the books and records of the company as we considered appropriate and according to the information and.explanation given to us, we enclose in the Annexure a statement on the matters specified in para 4 and 5 of the said Order.

2. Further, 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent applicable to the Company.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view and are 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 31stMarch, 2014.

b. In case of 'PROFIT' of Profit and Loss account of the company for the year ended on 31st March 2014.

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

Annexure Forming Part of Auditors' Report

Annexure referred to in paragraph 1 of the Auditor's Report of even date to the members of VENUS UNIVERSAL LTD on the financial statements for the year ended 31st March 2014.

1. a) The Company has maintained proper records showing full particulars, including quantities details and situation of fixed asset except depreciation not provided on portal.

b) The fixed asset has been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification by the management, c) The company has not disposed off any of the fixed assets during the year.

2. According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is maintaining proper records of inventory and the management conducts verification of inventory at reasonable intervals and there were no major material discrepancies noticed on physical verification.

3. According to information and explanation given to us, the company has not granted any loans, secured or unsecured, to Companies, firms & others parties covered under Section 301 of the Companies Act 1956.Consequenly the provisions of clause 4(iii) (b), (c) and (d) of the CARO 2003 are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for purchase of inventory and for the sale of goods / services. Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of all Contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and rules framed there under.

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

8. According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost record under clause (d) of sub section (1) of section 209 of the companies Act, 1956, for the industry in which the Company operates.

9. a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees state insurance, income tax, VAT, wealth tax, customs duty, excise duty, cess and others as applicable have been regularly deposited by the company during the year with the appropriate authorities except the service tax is due on company.

b) According to information and explanation given to us, there are no dues outstanding of VAT, income tax, customs duty, wealth tax, excise duty and cess,, which have not been deposited on account of any dispute.

10. The company has incurred Profit in the financial year 31st March 2014. The company has accumulated losses of Rs. 5,58,77,610.00 up to the 31st March 2014.

11. According to the information and explanations given to us, the Company does not raised any loan by issued of debenture or does not taken any loans from the financial Institution or Banks, Consequently provision of clause 4(xi) of CARO 2003 are not applicable.

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

13. The provisions of special statutes applicable to chit fund/ nidhi/ mutual benefit fund / societies are not applicable to the company. '

14. In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investment.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. On the basis of the records examined by us & relying on the information complied by the company for co-relating the funds raised to the end use of the term loans, we have to state that, the company has, prima facie, applied loan for the purpose for which they were obtained.

17. On the basis of overall examination of the balance sheet and Cash flow Statement of

the company, the funds raised on short-term basis have not been used for long-term investment, during the year.

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 Companies Act, 1956, during the year.

19. The company has neither issued any debentures nor created any securities or charges in respect of debenture.

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

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, except depreciation and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year nor have been informed of such case by the management.

                                                For Ashok S. Lohade
                                               Chartered Accountants

                                                         Sd/-
Place : Nasik                                       Ashok S. Lohade
Date : 26th Aug. 2014.                               (Proprietor)