Pretto Leather Industries Ltd Management Discussions

Overall review, industry Structure and Developments:

The Company has not been active for the past seven years due to a severe financial crisis, for the past three years the Company was in the process of gradually liquidating all debts with various Banks and Financial institutions. Your Directors are glad to report that during the year under review the Company has closed all loans and is a debt free company from this year. The entire amounts required for closing the debts was bought in by the directors and is reflected as unsecured loans in the Balance Sheet. The Directors feel that having addressed the issue of clearing the debts, it is appropriate time to start planning for the future. It is sincere intention of the Directors to bring value to the Shareholders. But the current economic environment being what it is we will have to choose our path with care and caution.

Opportunities and Threat

The Company has various opportunities in the present market, but due to threat of Government Policies and market threats, the Company has not achieved its goal.

Segment wise Performance

The Company has not done any business, due to scarcity of funds and personnel.

Out Look

The Company has lot of contact in the domestic and international market, which would be beneficial for the Company.

Internal control System

The Company is looking quality of personal and employees to manage the affairs of the Company wePP

CEO & CFO CERTIFICATION

The Board of Directors

Pretto Leather Industries Limited

A-149, Civil Lines, Opp. ADM Compound,

Bareilly, U.P.-243001

Re-Financial Statements for the year ended on 31^st March 2013 - Certification We, Dinesh Malik, Chairman and Director and Mr Ominder Kumar, Director, on the basis of the review of the financial statements and the cash flow statements for the Financial year ending 31^st March 2013 and to the best of our knowledge and belief, thereby certify that:-

1. These statements do not contain any materially untrue statements or omit any material fact or contains statements that might be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

3. There are to the best of our knowledge and belief, no transaction entered into by the company during the year ended 31^st March 2013 which are fraudulent, illegal or violative of the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting, we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operation of the internal control systems and that we have taken the required steps to rectify these deficiencies.

5. We further certify that:

(a) There have been no significant changes in the international control over financial reporting during this year.

(b) There .have been no significant changes in accounting policies during this year and that the same have been disclosed in the noted to the financial statements.

(c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having significant role in the Company’s internal control systems over financial reporting.