Auditor Report of Gemstone Investments Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Gemstone Investments Ltd, which comprise the Balance Sheet as at March 31, 2015, 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

Management is responsible for the matter stated in section 134(5) of the companies Act, 2013 ("the Act") with respect to 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 specified undersection133 of the Act, read with rule 7 of the companies(Accounts) Rules,2014. 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. Subject to the matters discussed in this report, 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.

Companies (Auditor's Report) Order, 2015 (CARO)

As required by the Companies (Auditor's Report) Order, 2015 (CARO) issued by the Central Government in terms of sub Section (11) of section 143 the Companies Act, 2013 ("the Act") we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, which is subject to the matters discussed in this report.

Basis of Opinion

We draw our attention to the following matters:

1. The balance of the loans and advances are subject to confirmation and reconciliation.

2. The company has not stipulated any term for payment of interest and repayment of loans at the time of sanctioning the loan but the company follows the practice of providing interest at the year end.

3. One bank account with the HDFC bank is being freedged by the investigation wing of the Income Tax Department in the year 2013-14 for the inquiries in respect of some other companies.

4. During the year the company has classified unquoted investment worth Rs. 429.00 lacs as Current investment and has disposed of them at the book value during the year and has collected Rs. 310.00 lacs during the year and balance amount of Rs. 119.00 lacs are receivables which is shown as current investment in the balance sheet.

5. The company has not complied with the bank's circular DNDS/(PD) CC No. 200/03- 10001/2010-11 dated 17/09/2010 for all the NBFC being credit institution are required to become member of at least one credit information company.

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 subject to the our comments in paragraph 1 to 5 in basis of opinion above, 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, 2015;

b) in the case of the Profit and Loss Account, of the profit 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, 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 3 and 4 of the Order.

2. As required by section 143(3) of the Act, subject to the our comments in paragraph 1 to 5 in basis of opinion 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 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 specified under section 133 of the Act, read with Rule 7 of the companies (Account) Rules, 2014.

e) Since the company has not filled the annual return with registrar of companies for last three years the company has made defaults under section 164(2) of the company Act, 2013.

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 Gemstone Investments Ltd on the accounts of the company for the year ended 31st March, 2015.

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 has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

2. According to information and explanation given to us, the company is Non Banking Finance Company which does not carry any 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 189 of the Companies Act, 2013 during the year. However the outstanding balance as on 31/03/2015 is of Rs.20 lacs( previous year 20 lacs) to M/S Asian Comtrade Pvt Ltd a company listed in the register maintained under Section 189 of the Companies Act, 2013.

(b) We have been informed that the company is holding 24.48 % of the shares of M/S Asian Comtrade Pvt. Ltd. The loan does not carry any interest. The loan is granted to company for its working Capital to carry business which is in the interest of The Company.

(c) The Outstanding balance of loan to M/S Asian Comtrade Pvt Ltd is of Rs. 20 Lacs as on 31/03/2015.

(d) There are no Overdue amount exceeding Rs.1.00 Lacs

(e) The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and payment for expenses. However the company doesn't have adequate internal control system for sanctioning and review of loans and advances.

5. The Company has not accepted any deposits from the public covered under Section 73 and 76 of the Companies Act, 2013 and rules framed there under and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2015 (as amended ) are not applicable to the company.

6. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under section 148(1) of the Act.

7. (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, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, except income tax of Rs. 7.96 lacs (Asst year 2012-13) no undisputed amount amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty and cess were in arrears as at March 2015 for a period of more than six months from the date they became payable.

(c) There are no amounts which were required to be transferred to the investor education and protection fund by the company in accordance with the relevant provision of the Companies Act 1956 (1 of 1956) and the rules made there under.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

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 given any guarantees for loan taken by others from a bank or financial institution.

11. 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.

12. 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 N R Gala & Associates

Chartered Accountants

FRN No.: 131744W

Sd/-

Navin Gala

(Proprietor)

Membership No.: 040640

Place: Mumbai

Date: 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of Gemstone Investments Limited which comprise the balance sheet as at 31 March 2014, the statement of profit and loss and the 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

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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. Subject to the matters discussed in this report, 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s 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.

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

Companies (Auditor''s Report) Order, 2003 (CARO)

As required by the companies (Auditors Report) Order, 2003 (CARO)issued by the central government in terms of section 227(4A) of the Companies Act, 1956 ("the Act") we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order, which is subject to the matters discussed in this report.

Basis of Opinion

We draw our attention to the following matters:

1. The balance of the loans and advances are subject to confirmation and reconciliation.

2. The Company has not stipulated any term for payment of interest and repayment of loans at any time of sanctioning the loan but the company follows the practice of providing interest at the year end.

3. One bank account with the HDFC bank is being freezed by the investigation wing of the Income Tax Department who was carrying inquiries in respect of some other companies.

4. During the year the company has disposed off the some of the unquoted investments of Rs. 669.00 lacs at book value and has collected Rs. 580 lacs, the remaining balance of Rs. 89.00 lacs has been shown as current investments.

5. The company has not complied with the bank''s circular DNDS/ (PD) CC No. 200/03- 10001/2010-11 dated 17/09/2010 for all the NBFC being credit institution are required to become member of at least one credit information company.

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 subject to the our comments in paragraph 1 to 5 in basis of opinion above, 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 the statement of Profit and Loss Account, of the profit 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, subject to the our comments in paragraph 1to 5 in basis of opinion 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 appears from our examination of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply 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 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 issue4d 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.

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of our report of even date, to the members of Gemstone Investments Limited on the accounts of the company for the year ended 31st March 2014.

On the basis of such checks as considered appropriate and according the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets, have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. According to the information and explanation given to us, the company is Non Banking Finance Company which does not carry any inventory.

3. (a) According to the information and explanation given to us and on the basis of our examination of the books of account, the Company has not granted loans during the year. However the outstanding balance as on 31/03/2014 is of Rs. 20 lacs (previous year 20 lacs) to M/S Asian Comtrade Pvt Ltd a company listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) We have been informed that the company is holding 24.48% of the shares of M/s Asian Comtrade Pvt. Ltd. The loan does not carry any interest. The loan is granted to company for its working Capital to carry business which is in the interest of the Company.

(c) The Outstanding balance of loan to M/S Asian Comtrade Pvt Ltd is of Rs. 20 Lacs as on 31/03/2014.

(d) There are no Overdue amount exceeding Rs. 1.00 Lacs

(e) The company has not taken any loans, secured or unsecured, from companies, firms or other partners listed in the register maintained under Section 301 of the Act. Clause (f) and (g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and payment for expenses. However the company doesn''t have adequate internal control system for sanctioning of loans and advances.

5. a) Based on the Audit procedure applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register of maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits under section 58A and 58AA of the Companies Act, 195 and the Companies (Acceptance of Deposits) rules 1975, and hence the provisions of the clause 4(vi) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

7. The Company doesn''t have an internal audit system commensurate with the size and nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the Company no undisputed statutory dues including Provident Fund, Investors'' Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, and cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanation given to us there were no outstanding statutory dues as on 31st March 2014 for a period of more than six months from the date they became payable

(b) According to the information and explanations given to us, except income tax of Rs. 7.96 lacs (Asst year 2012-12) no undisputed amount amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty and cess were in arrears as at March 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the following amount of income tax has not been deposited on account of any dispute.

Sr. Nature of Nature of Period to Forum where Amount in No Statute Dues which it the dispute Rs. relates is pending

1 Income Tax Income Tax Asst Year CIT Appeals 3,98,98,380/- Act, 1961 2010-11

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and 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 the information and explanation given to us, the company has disposed off the some of the unquoted investment at the book value and has maintained proper records of transaction and contracts as to dealing or trading in shares and other investments held by the company in its own name except to the extent, of the exemption if any, granted under Section 49 of the Companies Act, 1956 and timely entries have been therein.

15. According to the information explanations given to us, the Company has not given any grantees 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 the 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.

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 N R Gala & Associates Chartered Accountants FRN No. 131744W Sd/- Navin Gala (Proprietor) Membership No.: 040640 Place: Mumbai Date: 29/05/2014

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Mar 31, 2013

We have audited the accompanying financial statement of Gemstone Investments Ltd, which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and the 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

The Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flows of the company in according with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Company 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 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 Accounts 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 assessment, 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 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 gives the information required by the Act in the manner so required and give a true and fair view in conformity with the according 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 2013;

(b) in the case of the Profit and Loss, 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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 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.

ANNEXURE TO THE A UDITORS''REPORT

Referred to in paragraph 1 of our report of even date, on the accounts of GEMSTONE

INVESTMENTS LIMITED 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 has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. According to information and explanations given to us the company is Non Banking Finance Company which does not carry any 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 granted loans of Rs.22 lacs (previous year 19.96 lacs) to M/s Asian Comtrade Pvt Ltd a Company listed in the register maintained under Section 301 of the Companies Act 1956.

(b) We have been informed that the company is holding 24.48% of the shares of M/s Asian Comtrade Pvt. Ltd. The Loan does not carry any interest .The Loan is granted to company for its working capital to carry business which is in the interest of the company.

(c) The company has recovered Rs. 2 lacs and the balance amount of Rs.20 Lacs is outstanding.

(d) There are no overdue amounts exceeding Rs.1.00 Lacs.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act. Clause (f) and (g) are not applicable.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payments for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangement referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at relevant time.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act,1956 and the Companies (Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor''s Report )Order,2003 (as amended) are not applicable to the company.

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. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the Company, undisputed amounts dues including Provident Fund, Investors Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, and 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 March, 2013 for a period of more than 6 months from the date they became payable.

(b) According to information and explanations given to us , except income tax of Rs7.96 lacs (Asst year 2012-13) no undisputed amount payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom duty, Excise duty, and cess, were in arrears as at March 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the following amount of income tax has not been deposited on account of any dispute.

Sr. Nature of Nature of Dues Period to which Forum where the Amount in Rs. No. Statute it relates dispute is pending

1 Income Tax Income Tax Asst. Year CIT Appeals Rs.3,98,98, 380/- Act,1961 2010-11

10. The Company does not have any accumulated losses and has not incurred cash loss during the financial year covered by our audit and 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 debentures holders.

12. According to the information and explanations given to us, the Company has not granted any loans or 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 provisions of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to the information and explanations given to us, the Company has maintained proper records of transaction and contracts as to dealing or trading in shares and other investments held by the company in its own name except to the extent, of the exemption if any, granted under section 49 of the Companies Act, 1956 and timely entries have been made therein.

15. According to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from 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.

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

20. The Company has not raised any money from 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 N R GALA & ASSOCIATES

Chartered Accountants

FR No: 131744W

Sd/-

Navin Gala

Proprietor

M. No. : 040640

Place: Mumbai.

Date: 29th May 2013.

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GEMSTONE INVESTMENTS LIMITED, as at March 31, 2012 and the attached Statement of Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date annexed thereto. 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 & perform the audit to 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 statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, (the said order) issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, (the Act), as amended by the Companies (Auditors Report) amendment Order, 2004, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of our audit. We enclose in the Annexure a statement on the matter specified in paragraph 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in Paragraph 3 above, We report that:

1. 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.

2. 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 those books.

3. The Balance Sheet, Statement of Profit & Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of accounts.

4. In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956,

5. On the basis of written representations received from the directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, none of the directors is, prima facie disqualified as on above date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. Subject to the forgoing, in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the notes on accounts and other notes thereon, give the information as required by the Companies Act, 1956 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 Balance Sheet of the State of affairs of the Company's as at 31st March 2012 ;

b. In the case of the Statement of Profit & Loss Account ,of the profit for the year ended on that date; and

c. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

( Referred to in paragraph 3 of our report of even date )

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets are physically verified by the Management at reasonable intervals having regard to size of the Company and nature of its assets. We have been informed that no material discrepancies were noticed during such physical verification.

(c) According to information and explanation given to us, we are of the opinion that during the year, the company has not sold/disposed off any substantial part of its fixed assets; accordingly, going concern is not affected and hence the provisions of sub clause (c) of clause (i) of this order are not applicable

ii. According to information and explanation given to us, the company is Non Banking Finance Company which does not carry any inventory.

iii. (a) The Company has granted loan of Rs. 19..96 Lacs (Previous Year 9.50 Lacs) to M/S Asian Comtrade Pvt. Ltd. a company listed in the Register maintained under Section 301 of the Act.

(b) We have been informed that the company is holding 24.48 % of the shares of M/S Asian Comtrade Pvt. Ltd. The loan does not carry any interest. The loan is granted to company for its working Capital to carry business which is in the interest of The Company.

(c) The company has recovered Rs. 19,96 lacs and the balance amt of Rs. Nil is outstanding

(d) There are no Overdue amount exceeding Rs.1.00 Lacs

(e) The company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. Clause ( f) and (g ) are 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 purchase and sale of fixed assets . Further based on our examinations and according to the information and explanations given to us, we have neither come across nor have we been informed of any major weakness in the internal control.

v. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, if any, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regards to prevailing market prices at the relevant time.

vi. The Company has not taken any deposits from the public within the meaning of section 58 - A & 58 AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) rules 1975 and hence the provisions of the clause of 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

vii. In our opinion, the company does not have an internal audit system commensurate with the size and nature of its business.

viii. In our opinion and according to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1)(d) of the Companies Act, 1956, for the services provided by the Company.

ix. (a) Undisputed Statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, value added tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it, have generally been .regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at March 31, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of vat tax, customs duty wealth tax, excise duty and cess which have not been deposited on account of any dispute.

x. The company has accumulated cash losses of Rs. NIL (Rs. 18.28 lacs ) as at March 31, 2012

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayments of dues to banks or financial institution as at balance sheet date.

xii. In our opinion and according to information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. 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 Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. According to the information and explanation given to us, the company has maintained proper records of transaction and contracts as to dealing or trading in shares and other investments held by the company in its own name except to the extent, of the exemption if any, granted under section 49 of the Companies Act ,1956 and timely entries have been made therein.

xv. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Bank or financial institutions

xvi. In our opinion , the term loan have been applied for the purpose for which they were raised

Xvii On the overall examinations of the balance sheet of the company, in our opinion and according to information and explanations given to us, no instances of application of long term funds for short term purposes and short term fund for long term purposes were noticed.

xviii According to the information and explanations given to us, the company has not made any preferential allotment of equity shares to parties covered in the register maintained under section under section 301 of the Act, hence the provisions of clause (xviii) are not applicable.

The Company has not issued any debentures during the year; hence the provisions of clause (xix) are

xix not applicable.

The Company has not made any Public Issue during the year and therefore the question of disclosing

xx. the end use of money does not arise

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For SHAH JADAVJI & CO. [Chartered Accountants]

Place : Mumbai Date : 30th May, 2012

S/d- Navin R. Gala

Partner

Membership No. 40640 Firm Reg No 109620W

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Mar 31, 2010

1. We have audited the attached Balance Sheet of GEMSTONE INVESTMENTS LIMITED, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 to 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 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.

(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 accounts as required by law have been kept by the Company so far as appears from our examination of the books of accounts;

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet of the Company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

(e) As per information and explanations given to us, none of the directors of the Company are disqualified from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to explanations given to us, said accounts, read together with Significant Accounting Policies and Notes forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) in case of Balance Sheet, of the state of the affairs of the Company as at 31st March 2010.

(ii) In case of Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our Report of even date:

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

(b) All the assets have been physically verified by the management during the year, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) All fixed assets of the Company has been disposed of during the year

2. In our opinion and according to the information and explanation given to us, the Company has not granted or taken any loan secured or unsecured to or from the Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

3. The Cpmpany rjas adequinterna J.gpntroj pfacedjure eomrnensura{a_with the size of the Company and nature of its Business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets, and for sale of goods. Further on the basis of our examination books and records of the Company ,and according to the information and explanation given to us ,We have not come across any major weakness in internal control.

4. (a) In our opinion and according to the information and explanations given to us, the 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 explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lakhs each have been mad^ at prices, which are reasonable having regard to prevailing market prices at the relevant time.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted / invited any deposits falling within the preview of Section 58A / 58AA of the Companies Act, 1956 during the financial year.

6. In our opinion, the Company has Internal Audit system commensurate with the size and nature of its Business.

7. As informed to us the Central Govt, has not prescribed the maintenance of cost records by the Company under Seccion 209 (1) (d) of the Companies Act, 1956

8. (a) According to the records oMhe Company, the Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cass and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax. Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess (except Sales Tax) which have not deposited on Account of any dispute.

9. The Company has accumulated losses approximating to Rs 38.87 Lacs as at 31s1 March 2010. It has however incurred no cash losses during financial year ended on that date or in the immediately preceding year.

10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, Banks or debenture holders.

11. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the Company is not chit fund or a nidhi I Mutual benefit fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. According to the information and explanation given to us, the Company has maintained proper records of transaction and contracts as to dealing or trading in shares and other investments held by the Company in its own name except to the extent, of the exemption if any, granted under section 49 of the Companies Act, 1956 and timely entries have been made therein.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Bank or financial institutions.

15. The Company nas not taken any term loan during the year therefore the question of its application for the purpose for which they were raised does not arise.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short - term basis have been used for long-term investment No long-term funds have been used to finance short-term assets except permanent working Capital.

17. The Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

18. The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

19. The Company has not made any Public Issue during the year and therefore the question of disclosing the end use of money does not arise.

20. According to the information and explanations given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.

21. Clause (ii) of the Para 4 of the order are not applicable to the Company for the year ended

For M/S SHAH JADAVJI AND CO.

Chartered Accountants

NAVIN R. GALA, Partner

Place : Thane MEM NO.40640

Date : 29/06/2010. FIRM REG NO.:109620W

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Mar 31, 2009

1. We have audited the attached Balance Sheet of GEMSTONE INVESTMENTS LIMITED, as at 31st March, 2009 and also the Profit and Loss Account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 to 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 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(Auditors Report ) Order,2003,issued by the central Government of India in terms of subsection (4A) of section 227 of the companies Act, 1956,We annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order,

4. Further to our comments in Annexure referred to 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 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 appears from our examination of the books of accounts;

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

(e) As per information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to explanations given to us, the said accounts, read together with Significant Accounting Policies and Notes forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) in case of Balance Sheet, of the state of the affairs of the company as at 31st March 2009.

(ii) In case of Profit and Loss Account, of the profit of the Company for the year ended on that date.

(iii) In case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our Report of even date:

1. (a) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

(b) All the assets have been physically verified by the management during the year, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) All fixed assets of the Company has been disposed of during the year.

2. In our opinion and according to the information and explanation given to us, the Company has not granted or taken any loan secured or unsecured to or from the Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

3. The Company has adequate internal control procedure commensurate with the size of the Company and nature of its Business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets, and for sale of goods. Further on the basis of our examination books and records of the company ,and according to the information and explanation given to us ,We have not come across any major weakness in internal control.

4. (a) In our opinion and according to the information and explanations given to us, the

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 explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five lakhs each have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted / invited any deposits falling within the preview of Section 58A / 58AA of the Companies Act, 1956 during the financial year.

6. In our opinion, the Company has Internal Audit system commensurate with the size and nature of its Business.

7. As informed to-us the Central Govt, has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

8. (A) According to the records of the Company, the Company is regular in depositing

with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cass and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2009 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess (except Sales Tax) which have not deposited on Account of any dispute.

9. The Company has accumulated losses approximating to Rs 79.97 Lacs as at 31 st March 2009. It has However incurred no cash losses during financial year ended on that date or in the immediately preceding year.

10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, Banks or debenture holders.

11. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the Company is not chit fund or a nidhi I Mutual benefit fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

13. According to the information and explanation given to us, the company has maintained proper records of transaction and contracts as to dealing or trading in shares and other investments held by the company in its own name except to the extent, of the exemption if any , granted under section 49 of the Companies Act ,1956 and timely entries have been made therein.

14. In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from Bank or financial institutions.

15. The Company has not taken any term loan during the year therefore the question of its application for the purpose for which they were raised does not arise.

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short - term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working Capital.

17. The Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

18. The Company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

19. The Company has not made any Public Issue during the year and therefore the question of disclosing the end use of money does not arise.

20. According to the information and explanations given to us, based upon the audit procedures performed and representations made by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.

21. Clause (ii) of the Para 4 of the order are not applicable to the Company for the year ended 31" March ,2009

for M/S SHAH JADAVJI AND CO. Chartered Accountants Sd/- NAVIN R. GALA Place : Thane 3/302,, SHILPYAN BULDQ, SHIVAJI PATH, Date : 01/09/2009 THANE, MAHARASHTRA-400601