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Auditor Report of Dwitiya Trading Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of DWITIYA TRADING LIMITED (''the Company''), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary ofsignificantaccounting policies and other explanatory information.

Management's Responsibility forthe Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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.

Auditor's Responsibility

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

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.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 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.

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 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 financial control relevant to the Company's preparation of the 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on 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 aforesaid 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company forthe year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows forthe yearended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3and 4ofthe Order, to the extent applicable.

2. Asrequired under provisions ofsection 143 (3) of the CompaniesAct, 2013, 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 ofour audit;

b. in our opinion, proper booksof accountas required by law have been kept by the Companyso faras it appears from our examination ofthose 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 ofaccount;

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 oftheAct, read with Rule7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31st March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms ofSection 164 (2) oftheAct; and

f. with respect to the other mattersto be includedin theAuditor's Reportin accordance with Rule 11of the Companies (Audit andAuditors) Rules, 2014,in our opinion and tothe bestof our information and according tothe explanations givento us:

i. there has been no pending litigations on the Company which may have impact on the financial position in its financial statement;

ii. for the Company has no material foreseeable losses, on long term contracts including derivative contracts, therefore, there is no requirement tocreate provision asrequired under any law or accounting standards; and

iii. there has been no fund required to be transferred by the Company to the Investor Education and Protection Fund.

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financialstatements for theyear ended31st March 2015,wereport that:

(i) The Company does not hold any physical fixed assets. Thus 3(i)of the Orderisnot applicable.

(ii) In respect of its Inventories :

a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and nomaterial discrepancies were noticedon physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the CompaniesAct, 2013. Thus, 3(iii)of the Order is not applicable.

(iv)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, fixed assets and for the sale of goods and services. We have not observed any major weaknesses in internal control system during the course ofthe audit.

(v) The Company has not accepted any deposit from the public covered under the terms of section 73 to 76 of the Company'sAct, 2013 or any other relevant provisions oftheAct & rules framed there under.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under Section 148(1) of theAct,in respectof the activities carried onby the Company.

(vii)In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty ofexcise.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty ofcustoms, value added tax, cess and other material statutory dues wereinarrearsasat31st March, 2015foraperiodofmore than sixmonths fromthe date they becamepayable.

(c) According to the information and explanations given to us, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder by the company during the financial year under review.

(viii) The Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered byour audit and in the immediately preceding financial year.

(ix)In our opinion and according to the information and explanations given to us, the Company did not have any outstanding dues tofinancial institutions, banksor debenture holders.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks orfinancial institutions.

(xi)Accordingto the information and explanations givento us, the Company did not avail any term loan during the year.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud bytheCompanyandnomaterial fraudontheCompanyhasbeennoticedorreported during the year.

For Arun Jain & Associates

Chartered Accountants

[FRN - 325867E]

2B, Grant Lane,

(2nd Floor), Room No. 74

Kolkata - 700012 (CAARUN KUMAR JAIN)

Proprietor

Date : 30th May, 2015 Membership No. 053693


Mar 31, 2014

We have audited the accompanying financial statements of DWITIYA TRADING LIMITED (FORMERLY KNOWN AS B B INVESTMENTS LTD), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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

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.

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. 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.

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 March 31, 2014; and

b) in the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2014;

Report on Other Legal and Regulatory Requirements

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 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of DWITIYA TRADING LIMITED (FORMERLY KNOWN AS B B INVESTMENTS LTD) 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. (a)The company is maintaining proper records showing full particulars, including qantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals of time, and no material discrepancies have been noticed on such verification.

(c) No part of the fixed assets has been sold during the financial year concerned.

2. (a) In our opinion and according to information and explanation given to us, physical verification of inventory is being conducted at regular interval by the management.

(b) In our opinion and according to information and explanation given to us the procedures of physical verification of inventory followed by the management is reasonable & 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 us the company is maintaining proper records of inventory and no material discrepancies have been found on physical verification of such inventory.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. Since the Company has not purchased any inventory and fixed assets therefore the internal control procedure is not applicable.

5. In our opinion and according to information & explanations given to us, there are no such transactions that need to be entered into a register in pursuance of section 301 of the Act.

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. According to information & explanation given to us, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company is having accumulated profits and has not incurred cash loss during the financial year covered by our audit and has incurred profit in the immediately preceding financial year.

11. 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.

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. 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.

14. According to information and explanations given to us, the Company is trading in retail items. The investments made by the company have been held by the company in its own name, except in case of its wholly owned subsidiaries where 1% of shares of the subsidiary company are held by the companies director as a nominee of 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. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has issued 48,00,000 shares on preferential basis to non promoters on 10th May, 2013.

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

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For R. Das & Associates Chartered Accountant Firm Registration No 318161E

Place: Kolkata Dated: 27/05/2014

Sd/- Rip Das (Rip Das) Proprietor Mem. No. 053912


Mar 31, 2013

We have audited the accompanying financial statements of B B INVESTMENTS LTD, which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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

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.

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. 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.

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 March 31, 2013;and

b) in the case of the Profit and Loss Account, of the profit for the year ended on March 31, 2013;

Report on Other Legal and Regulatory Requirements

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 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of B B INVESTMENTS LTD on the accounts of the company for the year ended 31st March, 2013.

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. (a)The company is maintaining proper records showing full particulars, including qantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the management at reasonable intervals of time, and no material discrepancies have been noticed on such verification.

(c) No part of the fixed assets has been sold during the financial year concerned.

2. (a) In our opinion and according to information and explanation given to us, physical verification of inventory is being conducted at regular interval by the management.

(b) In our opinion and according to information and explanation given to us the procedures of physical verification of inventory followed by the management is reasonable & 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 us the company is maintaining proper records of inventory and no material discrepancies have been found on physical verification of such inventory.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. Since the Company has not purchased any inventory and fixed assets therefore the internal control procedure is not applicable.

5. In our opinion and according to information & explanations given to us, there are no such transactions that need to be entered into a register in pursuance of section 301 of the Act.

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. According to information & explanation given to us, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company is having accumulated profits and has not incurred cash loss during the financial year covered by our audit and has incurred profit in the immediately preceding financial year.

11. 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.

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. 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.

14. According to information and explanations given to us, the Company is trading in retail items. The investments made by the company have been held by the company in its own name, except in case of its wholly owned subsidiaries where 1% of shares of the subsidiary company are held by the companies director as a nominee of 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. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year but Rs. 48,00,000/- was received as share application money for shares to be allotted on preferential basis and allotment was made on 10th May, 2013.

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

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For R. Das & Associates Chartered Accountant Firm Registration No.318161E

Place: Kolkata Dated: 24/05/2013 Sd/- Rip Das

(Rip Das) Proprietor Mem. No. 053912


Mar 31, 2012

1. We have audited the attached Balance Sheet of B B INVESTMENTS LIMITED as at 31st March, 2012 signed by us under reference to this report and the relative Profit & Loss Account of the Company for the year ended 31st March, 2012 which is in agreement with the books of account. 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit and obtain reasonable assurance about whether the Financial Statements are free of material misstatement. An audit includes, examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statement 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 reasonable basis for our opinion.

3. We report as follows:

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 Accounts as required by Law have been kept by the Company, so far as appears from our examination of the Books;

c. The Balance Sheet and Profit & Loss Account dealt with by the Report are in agreement with the Books of Accounts;

d. In our opinion, the Profit and Loss Account and Balance Sheet comply with the Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956,to the extent applicable;

e. In our opinion none of the Directors are disqualified from being appointed as Director as per clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956;

4. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit & Loss Account read together with Notes thereon as required by the Companies Act, 1956 in the manner so required, give a true and fair view:

i) in the case of the Balance Sheet of the State of affairs of the company as at 31st March, 2012 And

ii) in the case of Profit & Loss Account, of the profit for the year ended 31st March, 2012.

5. As required by the Companies (Auditors Report) Order 2003 issued by Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to extent applicable.

Annexure To Auditors Report

i) a)The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets

b) The fixed assets have been physically verified by the management at reasonable intervals of time, and no material discrepancies have been noticed on such verification.

c) No part of the fixed assets has been sold during the financial year concerned.

ii) (a) In our opinion and according to information and explanation given to us, physical verification of inventory is being conducted at regular interval by the management.

(b) In our opinion and according to information and explanation given to us the procedures of physical verification of inventory followed by the management is reasonable & 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 us the company is maintaining proper records of inventory and no material discrepancies have been found on physical verification of such inventory.

iii) The company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act and therefore provision of clause 4(iii) is not applicable to company.

iv) The company has not purchased any fixed assets or any inventory and has not made any sale of goods during the financial year concerned. So, the company does not require any internal control procedure in respect of fixed assets and inventory.

v) In our opinion and according to information & explanations given to us, there are no such transactions that need to be entered into register in pursuance of section 301 of the Act.

vi) In our opinion and according to information & explanation given to us the company has not accepted deposits from the public.

vii) In our opinion and according to information & explanation given to us the company has an adequate Internal Control system.

viii) According to information & explanation given to us, the company is not required to maintain cost records as prescribed by the Central Government under clause (d) of sub -section (1) of section 209 of the Act.

ix) (a) According to information & explanation given to us the company is generally regular in depositing undisputed statutory dues including Income tax, and any other material statutory dues with the appropriate authorities.

(b) According to information & explanation given to us the company have no disputed dues of sales tax/income tax/custom tax/wealth tax/excise duty/cess.

x) The company is not having accumulated losses more then 50% of its net worth. However the company has not incurred cash losses during the financial ye covered by audit.

xii) According to information & explanation given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares debenture and other documents.

xiii) According to information & explanation given to us, the provisions of nidhi / mutual benefit fund/societies are not applicable to company.

xiv) According to information & explanation given to us, the company is dealing or trading in shares, securities, debentures and other investments. The investments made by the company have been held by the company in its own name, except in case of its wholly owned subsidiaries where 1% of shares of the subsidiary company are held by the companies director as a nominee of the Company.

xv) According to information & explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to information & explanation given to us, no term loans were obtained during the year.

xvii) According to information & explanation given to us and on overall examination of balance sheet no funds raised on short-term basis have not been used for long- term investment.

xviii) According to information 8z 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.

xix) According to information & explanation given to us no debentures issued during the year.

xx) According to information & explanation given to us no public issues have been made during the year.

xxi) According to information & explanation given to us no fraud on or by the company has been noticed or reported during the year.

For R. Das & Associates Chartered Accountant Firm Registration No.318161E

Place: Kolkata Dated: 18/05/2012 (Rip Das) Proprietor Mem. No. 053912


Mar 31, 2011

1. We have audited the attached Balance Sheet of Messrs. B, B. Investments Limited as at 31st March, 2011 and the related Profit And Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

2. We have 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 misstatements. An audit includes examining, on 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.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Sub-Section (4A) Section 227 of ''The Companies Act, 1956'', of India (the ''Act'') and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further report that: -

3.1. (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of its Fixed Assets.

(b) The fixed assets of the Company have been physically verified by the management according to a phased programme designed to cover all the items over a period of three years, which is considered to be reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the said programme, physical verification was carried out by the Company during the year of all the assets and this revealed no material discrepancies between the book records and the physical inventory.

(c) During the year, substantial parts of the fixed assets have not been disposed off by the Company.

3.2. (a) The inventory of the Company at all its location have been physically verified by the management during the year.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records in respect of all categories of inventory. The discrepancies between the physical inventory and the book records, where applicable, as noticed on physical verification are not material and have been properly dealt with in the books of account..

3.3. (a) The Company has granted loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Act. The Company has not taken loans secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Act.

(b) The rate of interest and other terms and conditions of loans given or taken by the Company, secured or unsecured, are prima-facie not pre-judicial to the interest of the Company.

(c) The parties to whom loans have been given by the Company are regular in payment of principal amount and interest thereon according to the terms and conditions of such loan.

(d) In view of our comment in paragraph 3.3.(c) about clause (iii) (d) of paragraph 4 of the aforesaid order is not applicable.

3.4. In our opinion, there is 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. Further, during the course of our audit we have neither come across nor have we been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

3.5. (a) On the basis of our examination of the books of account the Company has not entered into transactions exceeding Rupees Five Lacs with parties during the financial year that need to be entered in the register maintained pursuant to the Section 301 of the Act.

(b) In our opinion this clause is not applicable for the company.

3.6. The Company has not accepted any deposits from the public in contravention to the provisions of Sections 58A and 58 AA of the Act and the rules framed there under.

3.7. In our opinion, the Company''s present internal audit system is commensurate with its size and nature of its business.

3.8. On the basis of the records produced, we are of the opinion that, prima-facie, the cost records and accounts in respect of some of its products are not prescribed by the Central Government of India under Section 209(l)(dLfl£Jije Act.

3.9. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, there is no undisputed statutory dues in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues as applicable have been regularly deposited by the Company during the year with the appropriate authorities.

(b) As at 31®^ March 2011 there have been no litigation pending before any forum in respect of sales tax, income tax, custom duty, wealth tax, excise duty, and cess.

3.10. The Company has no accumulated losses as at 3C'' March, 2011 after considering the balance in general reserve account as at that date but has not incurred cash losses during the financial year ended on that date and also in the immediately preceding financial year.

3.11. According to the records of the Company, it has not defaulted in repayment of its dues to any financial institution or bank during the year.

3.12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the aforesaid order are not applicable to the Company.

3.14. In our opinion, the Company is dealing or trading in shares, securities, debentures and other investments and proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein. The Company has held all the shares, securities, debentures and other investments in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

3.15. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

3.16. The Company has not taken any term loan from any banks or financial institutions and accordingly non- utilization of the same apart from the purpose for which it has been taken does not arise in respect of the Company.

3.17. On the basis of review of utilization of funds on overall basis, related information as made available to us and as represented to us by the management, funds raised on short term basis have not been used for long term investment and vice-versa during the year.

3.18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under Section 301 of the Act during the year,

3.19. The company has not issued any debentures and as such creation of securities for the issue of the same does not arise in respect to the company.

3.20. The company in the recent past has not raised any money by public issue and as such disclosure of end use of money does not arise.

3.21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

Further to our comments in paragraph 3 above, 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 it appears from our examination of those books.

C. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

D. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are prepared in compliance with the Accounting Standards referred to in Sub- Section (3C) of Section 211 of the Act.

E. On the basis of written representation received from all the Directors of the company and on the basis of information and explanations as made available, none of the Directors of the Company do not prima-facie have any disqualification as referred to in clause (g) of Sub-Section (1) of Section 274 of the Act.

F. In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto give the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India :-

i. In so far as it relates to the Balance Sheet of the State of Affairs of the Company as at 31st March, 2011.

ii. In so far as it relates to the Profit and Loss Account of the profit of the Company for the year ended on that date.

Dated : 31st August 2011. For R.DAS & ASSOCIATES Place ;KoIkata FRN No.318161E Chartered Accountants Proprietor M.No. FCA 53912

 
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