CDI International Ltd Auditors Report.

INDEPENDENT AUDITOR

To,

The Members of,

CDI INTERNATIONAL LTD.

Report on the Financial Statements

1. We have audited the accompanying financial statements of CDI International Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with accounting principles generally accepted in india. 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

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, but not for purpose of expressing an opinion on the effectiveness of the Companies internal control. 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:

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

(b) in the case of Statement of Profit and Loss Account, of the profit/ loss 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.

Report on Other Legal and Regulatory Requirements

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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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.

For Sinha Gupta & Associates

Chartered Accountants

Sd/-

CA Chandan Shahi

Membership. No. 532370

Place : Chandigarh

Dated : May 29, 2014.

ANNEXURE TO INDEPENDENT REPORT’S

Referred to in paragraph 3 of Our Report of even date

1. (i) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(ii) As explained to us, the fixed assets are physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification.

(iii) No substantial part of fixed assets has been disposed off during the year, which has affected the going concern.

2. There are no inventories in the Company hence the clause relating to inventories are not applicable to the Company.

3. According to information and explanation given to us, the Company has not taken or granted any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to information and explanation given to us, there is adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and for sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956, the Company is not maintaining any such register as the company is of the opinion that there were no such transactions as to attract the provisions of this section.

6. In our opinion and according to information provided to us, the Company has not accepted any deposits from the public.

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

8. In our opinion and according to information and explanation given to us, the Company is not required to maintain Cost Records as specified U/s 209(1) (d) of the Companies Act, 1956.

9. In our opinion and according to information and explanation given to us and records produced for our verification, undisputed statutory dues have been generally deposited regularly with the appropriate authorities. Further the income tax demands were not paid as the cases are pending with CIT(Appeals), Mumbai and dividend and dividend tax payable amounting to Rs.44788026/- and unpaid dividend amounting to Rs.1972034/- relating to earlier years was pending for payment. Bonus amounting to Rs.444487/-also pending for payment. Further TDS on payment toward legal and professional charges has not been deducted and deposited u/s 194J of the Income Tax Act, 1961 during the F/Y 2013-14.

10. In our opinion, the company has no accumulated losses as at 31st March, 2014. The Company has incurred cash losses during the financial year covered by our audit.

11. In our opinion and according to information and explanation given to us, the Company has disputes with the banks on repayment of its dues and as informed to us they will be settled soon

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. In our opinion, the Company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Company (Auditor’s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures or other investments. Accordingly, the provisions of clause 4(xiv) of the Company (Auditor’s Report) Order, 2003 are not applicable to the Company.

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. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. According to information and explanation given to us, 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.

19. In our opinion and according to information and explanation given to us, no Debentures were issued by the Company during the period covered by the report.

20. The management has not raised any money from public issues during the year.

21. According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Sinha Gupta & Associates

Chartered Accountants

Sd/-

CA Chandan Shahi

Membership. No. 532370

Place : Chandigarh

Dated : May 29, 2014.