Luminaire Technologies Ltd Auditors Report.

INDEPENDENT AUDITORS

To,

The Members,

Luminaire Technologies Limited.

Mumbai

Report on the Financial Statements

We have audited the accompanying financial statements of Luminaire Technologies Limited, which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s 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 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 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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the Management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company 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 purposes of our audit.

(b) In our opinion, proper books of account 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, 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 sub-section (3C) of section 211 of the Act.

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

For D K Chhajer & Co.,
Chartered Accountants
FRN o.: 304138E
Niraj K Jhunjhunwala
Place: Mumbai Partner
Date: 5th September, 2014 M No.: 057170

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Luminaire Technologies Limited on the accounts of the company for the year ended 31st March, 2014.

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. The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets. These fixed assets were physically verified by the management during the year. We have been informed that no material discrepancies were noticed on such physical verification. No fixed assets have been disposed of during the year by the Company.

2. Physical verification of inventory has been conducted during the year by the management at reasonable intervals.

(a) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(b) The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. As the company has not granted any loans to the parties listed in the register maintained under section 301 of the Companies Act, 1956 paragraphs (iii) (b), (c) and (d) are not applicable in respect of loans given.

(b) As the company has not granted any loans to the parties listed in the register maintained under section 301 of the Companies Act, 1956, this clause is not applicable to the Company.

(c) According to the information and explanation given to us, the company has taken loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and it was reported that the amount is payable as and when demanded. The amount taken on loan from Vandana Cloth Center Pvt. Ltd is Rs. 11,500,000/-. Maximum amount outstanding during the year was Rs. 11,500,000/-. No interest was provided on that loan. The terms and conditions of such loan is not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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.

5. (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions exceeding Rupees five lakhs each have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

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. The Company has no liability towards payment of any provident fund, ESIC, Excise duty, Sales tax or any other Government dues.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. The funds raised on short-term basis have not been used for long term investment. The Company has not raised any funds during the year on long-term basis.

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 during the year.

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

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

18. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For D K Chhajer & Co.,
Chartered Accountants
FRN o.: 304138E
Niraj K Jhunjhunwala
Place: Mumbai Partner
Date: 5th September, 2014 M No.: 057170