Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("tire Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) rules 2014, This responsibility also includes maintenance of adequate accounting records in accordance with the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that

we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about toe 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 of toe financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by toe Company's Directors, as well as evaluating toe overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by 'the Companies (Auditor's Report) Order 2015', issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (hereinafter referred to as "order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

10. As required by section 143(3) 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 purposes of our audit.

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

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

d) In our opinion, toe afore said standalone financial statements comply with toe Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014.

e) On the basis of the written representations received from toe directors as on 31st March, 2015 taken on record by toe board of directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of toe Act

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

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements, refer to Note no.14.2 & Note no.26 to the financial statements.

2) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

3) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 9 of the Independent's Auditor Report of even date to the members of R.J.Shah & Company Limited on the standalone financial statements as of and for the year ended March 31,2015

I a) The Company has maintained proper records showing lull particulars including quantitative details of fixed assets except that of Furniture and Fixture and scientific Apparatus..

b) A major portion of the fixed assets have been physically verified by the management during the year, in our opinion the tfrequency of verification of the fixed assets By the management is reasonable having regards to size of the company and the nature of its assets. As reported by the management no material discrepancies were noticed on such verifications

II a) As explained to us, the inventory has been physically verified during the year by trie management, in our opinion, the frequency of verification is reasonable

b) In our opinion and according to the information and explanation given to us procedure of physical verification of inventories followed by the management, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to as the company is maintaining proper records of inventory, The discrepancies noticed on verification between physical stocks and the book records were not material and have been property dealt with in the books of accounts.

III As per the information and explanation given to us, the Company has not granted any loans, seemed or unsecured, to any Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

IV In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regards to the purchase of inventory and fixed assets and for the work done and services. During The course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

V The Company has not accepted any deposits from public within the meaning of section 73 and 74 of the Act and the rules framed thereunder to the extent notified.

VI As per the information and explanation given by the management, lire Central Government has not prescribed for the maintenance of Cost records under section 148(1) of the Companies Act. 2013, therefore the provision under this clause are not applicable to the Company,

VII a) As per the information and explanation given to us and records of the company examined by us, in out opinion the Company is regular in depositing the undisputed statutory dues including Provident Fund, Employees Slate Insurance. Income Tax, Sales Tax, Wealth Tax, Service Tax. Custom Duty and other Statutory dues applicable to it, with the appropriate authorities.

b) According to the information and explanations given to us there are no dues of income Tax, Wealth Tax, Sales lax. Service Tax, Custom Duty and Cess which has not been deposited on account of any dispute

c) The amount required to be transferred to investor Education and Protection Fund has been transferred within stipulated time, in accordance with the relevant provisions of the Companies Act 1986 and Rules made thereunder'

VIII The Company does not have any accumulated losses as ai the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

IX In our opinion and according to information and explanation given to us. the company has not defaulted in the repayment of dues to financial institutions, banks and debentures holders at the balance sheet date

X According to the Information and explanation given to us, the company has not given any guarantee tor loan taken by others from Banks and Financial Institutions.

XI The Company has not raised any term loan during the year

XII During the course of our examination of the books and records of the Company, earned out in accordance with the generally accepted auditing practices in India, and according to the infoimation 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 we been informed of any such case by the management.

For N.S.Bhatt and Associates               For Maganlai & Company
Chartered Accountants                      Chartered Accountants
Firm Registration No:130891W               Firm Registration No:10573lW

N.S.Bhatt                                  Mukesh C Bhatt
(Partner)                                 (Proprietor)
Membership No.: 010149                     Membership No 014092