Auditor Report of Lypsa Gems & Jewellery Ltd.

Mar 31, 2016

1) Report on the financial statements

We have audited the accompanying financial statements of LYPSA GEMS & JEWELLERY LIMITED, which comprise the Balance Sheet as at March 31, 2016 , the Statement of Profit and Loss for the year then ended, Cash Flow Statements and a summary of significant accounting policies and other explanatory information.

2) Management responsibility for th e financial statement

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 of these standalone 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 of the Companies (Accounts) Rules, 2014, as prescribed by the Institute of Chartered Accountants of India and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting 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 controls, 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 misstatements, whether due to fraud or error.

3) Auditors 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 there under.

We conducted our audit in accordance with the Standards on Auditing 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 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 Company’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.

4) Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes from 1-24, annexed thereon gives 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 case of the Balance Sheet, of the state of the Company’s affairs as at 31^st March 2016

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

c) Its cash flows for the year ended on that date

5) Report on other legal and regulatory requirements

As required by the Companies (Auditors'' Report) Order, 2004, issued by the Central Government in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order

6) Further to our comments in the above Para on the basis of our audit, 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, the company has kept proper books of account as required by law so far as appears from our examination of the books of account;

c. The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of Accounts;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 2016,

taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 16 4(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which would impact its financial position

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

iii. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in our report to the members of LYPSA GEMS & JEWELLERY LIMITED for the year Ended on March 31^st, 2016. We report that:

S. No.	Particulars	Auditors Remark
(i)	(a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;	The company has maintained fixed assets register showing full particulars, including quantitative details and situation of fixed assets.
	(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	The fixed assets has been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.
(ii)	(a) whether physical verification of inventory has been conducted at reasonable intervals by the management;	The management has physically verified inventory of stock of raw material and stock of finished goods and frequency of verification is reasonable.
	(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;	In our opinion, the procedure for physical verification of stocks i.e., raw material and finished goods as followed by the management is reasonable and adequate in relation to size of the company and nature of its business.

	(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;	The company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material and the same have been properly dealt with in the books of accounts.
(iii)	(iii) whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If	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 Companies Act.
	(a) whether receipt of the principal amount and interest are also regular; and	As the company has not granted loans, this clause is Not Applicable.
	(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;	As the company has not granted loans, this clause is Not Applicable.
(iv)	Is there an adequate internal control system 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 and services. Whether there is a continuing failure to correct major weaknesses in internal control system.	According to the information given to us and in our opinion there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase and sale of goods and of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.
(v)	In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where	In our opinion and according to the information and explanations given to us,

	applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	we are of the opinion that company has not accepted any deposits during the year in contravention to provisions of section 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.
(vi)	where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;	According to the information given to us, the maintenance of cost records to the company has not been specified by the Central Government under sub-section (1) of section 148 of the Companies Act.
(vii)	(a) is the company regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.	As informed to us, there are no undisputed amounts payable in respect statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities as at the last date of financial year, except for unclaimed dividend payable for F Y 2009-10 of Rs. 7,49,900/-, for F Y 2010-11 of Rs. 8,27,000/-, for F Y 201112 of Rs. 5,61,855/-, for F Y 2012-13 of Rs. 4,33,587/-, for F Y 201314 of Rs. 14,30,020/-, for F Y 2014-15 of Rs. 3,33,282/- and Unclaimed Fraction shares for F Y 2013-14 of Rs. 3436/- that

		were outstanding for a period of more than six months from the date they became payable.
	(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).	As there are no outstanding undisputed statutory dues, this clause is not applicable.
	(c) whether the amount 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 there under has been transferred to such fund within time.	As per the information provided to us, the company is not required to transfer any amount to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.
(viii)	whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;	As on March 31st, 2016, the company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit as well as during the immediately preceding financial year.
(ix)	whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;	On the basis of the records examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or Bank.
(x)	whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;	As informed to us, the company has not given any guarantee for loans taken by others from bank of financial institutions.

(xi)	whether term loans were applied for the purpose for which the loans were obtained;	According to the information and explanations given to us and on overall examination of the Balance sheet of the company, we report that term loans were applied for the purpose for which the loans were obtained.
(xii)	whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.	According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under audit.

For M/s. Doshi Maru & Associates

Chartered Accountants

FRN: 112187W

S/d

(Atul B. Doshi)

Partner

M.No.102585

Place :- Mumbai

Date : - 23^rd May, 2016

---

Mar 31, 2015

1. Report on the financial statements

We have audited the accompanying financial statements of LYPSA GEMS & JEWELLERY LIMITED, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss Statement for the year then ended and Cash Flow statement for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

2. Management responsibility for the financial statement

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 Company'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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes from 1- 24, annexed thereon gives 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 case of the Balance Sheet, of the state of the Company's affairs as at 31st March 2015

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

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

5. Report on other legal and regulatory requirements

As required by the Companies (Auditors' Report) Order, 2004, issued by the Central Government in terms of sub section (4) of Section 143 of the Companies Act, 2013, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order

6. Further to our comments in the above para on the basis of our audit, 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, the company has kept proper books of accounts as required by law so far as appears from our examination of the books of account;

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with this report are in agreement with the books of Accounts;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are prepared in compliance with the accounting standards referred to in sub-section (2) of Section 2 of the Companies Act, 2013, to the extent applicable;

e. On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the director is disqualified as on 31st March, 2015 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

The Annexure referred to in our report to the members of LYPSA GEMS & JEWELLERY LIMITED for the year Ended on March 31st, 2015. We report that:

(i) (a) whether the company is maintaining proper records ' showing full particulars, including quantitative details and situation of fixed assets;

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management;

(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) (iii) whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) whether receipt of the principal amount and interest are also regular; and

(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery ' of the principal and interest; '

(iv) Is there an adequate internal control system 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 and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

(v) In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with- If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not-

(vi) where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have 'been made and maintained;

(vii) (a) is the company regular in depositing undisputed statutory a dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) whether the amount 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 has been transferred to such fund within time.

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

(ix) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders If yes, the period and amount of default to be reported;

(x) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the (company;

(xi) whether tenn loans were applied for the purpose for which the loans were obtained;

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

For M/s. Doshi Maru & Associates

Chartered Accountants

FRN: 112187W

(Atul B. Doshi)

Partner

M.No. 102585

Place :- Mumbai

Date : - 29th May, 2015

---

Mar 31, 2014

1. We have audited the attached Balance Sheet of LYPSA GEMS & JEWELLERY LIMITED as at 31St March, 2014 and the Profit & Loss Account and Cash Flow statement for the year ended on that date and report thereon in accordance with the provisions of Section 227 of the Companies Act, 1956. 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 to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in Para 3 and on the basis of the audit indicated herein, 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, the company has kept proper books of account as required by law, so far as appears from our examination of the books of account.

c) The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this report are in agreement with the books of Account.

d) In our opinion, the Balance sheet and Profit and Loss account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes appearing in Schedule 25 annexed thereon gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view: -

i) In case of Balance Sheet, of the Company''s affairs as at 31St March, 2014

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

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

ANNEXURE TO THE AUDITORS'' REPORT RE: LYPSA GEMS & JEWELLERY LIMITED REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

1. The company has maintained fixed assets register showing full particulars including quantitative details and situation of fixed assets. As explained to us, the Management at reasonable intervals physically verified the fixed assets. No material discrepancies were noticed on such verification.

2. The management has physically verified inventory of stock of material, spares parts or finished stocks and frequency of verification is reasonable. In our opinion, the procedure for physical verification of stocks followed by management is reasonable and adequate in relation to the size of the company and nature of its business. The discrepancies noticed on physical verification were not material.

3. (a) The Company has not granted loans to company listed in the register maintained U/s. 301 of the Companies Act, 1956. The Company has not taken loan from companies listed in the register maintained U/s. 301 of the Companies Act, 1956. As company has not granted loans to companies listed in the register maintained u/s 301, clause (b) and (c) are not applicable.

(b) The company has taken loans from Two parties listed in register maintained U/s 301 of the Companies Act, 1956 amounting to Rs 596.33 Lacs (P.Y.Rs. 420.80 Lacs). The rate of interest is not pre judiciary in contravention to the interest of the company.

(c) There are no specific terms for repayment of loan taken from parties listed in register maintained U/s 301 of the Companies Act, 1956.

4. According to the information given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase & sale of goods & fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 that are exceeding the value of Rupees five Lacs.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding the value of Rupees five Lacs, are reasonable having regard to the prevailing market prices at the relevant time;

6. The Company has not accepted any deposits from the public during the previous year.

7. The Company has internal audit system and is considered as commensurate with the size of the company and nature of the business of the company.

8. As per the information given to us the Central Government has prescribed maintenance of cost records to this company under Section 209 (1) (d) of the Companies Act, 1956.

9. As informed to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax (VAT), Customs Duty, Excise Duty except unclaimed dividend for F Y 2009-10 of Rs. 7.50 Lacs, for 2010-11 of Rs. 8.27 Lacs and for 2011-12 of Rs. 5.62 Lacs and for 2012-13 of Rs 5.83 Lacs as at last date of financial year, that were outstanding for a period of more than six months from the date they became payable.

10. As on 31.03.2014, the Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit as well as during the immediately preceding financial

year. The company is not a sick industrial company within the meaning of clause (o) of sub-section 1 of section 3 of The Sick Industrial Companies (Special Provisions) Act, 1985.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in payment of dues to a financial institution or bank.

12. As explained 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 are not applicable.

14. The Company being Trading and Manufacturing company conducting export sales; proper records has been maintained and timely entries have been made therein of the purchase, sales and income transactions and contracts entered into during the said period, if any. The company is not a chit fund or a nidhi/mutual fund benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company. The company is holding investments in mutual fund and listed securities.

15. As informed to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. As the Company has no term loan outstanding as at 31.03.2014, the provisions of this clause are not applicable.

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. During the year the Company has not allotted shares to the public.

21. 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 M/s. Doshi Maru & Associates Chartered Accountants

FRN: 112187W Sd/-

(Atul B. Doshi) Partner M.No: 102585 Place: Mumbai Dated: 30th May, 2014

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Mar 31, 2013

1. We have audited the attached Balance Sheet of LYPSA GEMS & JEWELLERY LIMITED as at 31st March, 2013 and the Profit & Loss Account and Cash Flow statement for the year ended on that date and report thereon in accordance with the provisions of Section 227 of the Companies Act, 1956. 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 to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in Para 3 and on the basis of the audit indicated herein, 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, the company has kept proper books of account as required by law, so far as appears from our examination of the books of account.

c) The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this report are in agreement with the books of Account.

d) In our opinion, the Balance sheet and Profit and Loss account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the

Companies Act, 1956 to the extent applicable except for disclosures of fixed deposits and secured loans against fixed deposits (Refer Notes to Accounts Point No. 5 and 6).

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes appearing in Schedule 25 annexed thereon gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view: -

i) In case of Balance Sheet, of the Company''s affairs as at 31St March, 2013 ii) In case of Profit and Loss Account, of the Profit for the year ended on that date. iii) In the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT

RE: LYPSA GEMS & JEWELLERY LIMITED REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

1. The company has maintained fixed assets register showing full particulars including quantitative details and situation of fixed assets. As explained to us, the Management at reasonable intervals physically verified the fixed assets. No material discrepancies were noticed on such verification.

2. The management has physically verified inventory of stock of material, spares parts or finished stocks and frequency of verification is reasonable. In our opinion, the procedure for physical verification of stocks followed by management is reasonable and adequate in relation to the size of the company and nature of its business. The discrepancies noticed on physical verification were not material.

3. (a) The Company has not granted loans to company listed in the register maintained U/s. 301 of the Companies Act, 1956. The Company has not taken loan from companies listed in the register maintained U/s. 301 of the Companies Act, 1956. As company has not granted loans to companies listed in the register maintained u/s 301, clause (b) and (c) are not applicable.

(b) The company has taken loans from One party listed in register maintained U/s 301 of the Companies Act, 1956 amounting to Rs. 420.80 Lacs. The rate of interest is not pre judiciary in contravention to the interest of the company.

(c) There are no specific terms for repayment of loan taken from parties listed in register maintained U/s 301 of the Companies Act, 1956.

4. According to the information given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase & sale of goods & fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 that are exceeding the value of Rupees five Lacs.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding the value of Rupees five Lacs, are reasonable having regard to the prevailing market prices at the relevant time;

6. The Company has not accepted any deposits from the public during the previous year.

7. The Company has internal audit system and is considered as commensurate with the size of the company and nature of the business of the company.

8. As per the information given to us the Central Government has prescribed maintenance of cost records to this company under Section 209 (1) (d) of the Companies Act, 1956.

9. As informed to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax(VAT), Customs Duty, Excise Duty except unclaimed dividend for F Y 2009-10 of Rs. 7.50 Lacs, for 2010-11 of Rs. 8.27 Lacs and for 2011-12 of Rs. 5.62 Lacs as at last date of financial year, that were outstanding for a period of more than six months from the date they became payable.

10. As on 31.03.2013, the Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit as well as during the immediately preceding financial year. The company is not a sick industrial company within the meaning of clause (o) of sub-sectiion 1 of section 3 of The Sick Industrial Companies (Special Provisions) Act, 1985.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in payment of dues to a financial institution or bank.

12. As explained 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 are not applicable.

14. The Company being Trading and Manufacturing company conducting export sales; proper records has been maintained and timely entries have been made therein of the purchase, sales and income transactions and contracts entered into during the said period, if any. The company is not a chit fund or a nidhi/mutual fund benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the company. The company is holding investments in mutual fund and listed securities.

15. As informed to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. As the Company has no term loan outstanding as at 31.03.2013, the provisions of this clause are not applicable.

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. During the year the Company has not allotted shares to the public.

21. 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 Lypsa Gems & Jewellery Limited.

Date: 30/05/2013

Place: Navsari s/d s/d s/d

(Manish Janani) (Dipan Patwa) (Jeeyan Patwa) anaging Director Chairman Director

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of LYPSA GEMS & JEWELLERY LIMITED (Formerly known as MALOO GEMS & JEWELLERY LIMITED) as at 31St March, 2012 and the Profit & Loss Account and Cash Flow statement for the year ended on that date and report thereon in accordance with the provisions of Section 227 of the Companies Act, 1956. 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 to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in Para 3 and on the basis of the audit indicated herein, 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, the company has kept proper books of account as required by law, so far as appear from our examination of the books of account.

c) The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this report are in agreement with the books of Account.

d) In our opinion, the Balance sheet and Profit and Loss account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable except for disclosures of fixed deposits and secured loans against fixed deposits (Refer Notes to Accounts Point No. 5 and 6).

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes appearing in Schedule 10 annexed thereon gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view :- i) In case of Balance Sheet, of the Company's affairs as at 31St March, 2012

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

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

ANNEXURE TO THE AUDITORS' REPORT RE: MALOO GEMS & JEWELLERY LIMITED REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

1. The company has maintained fixed assets register showing full particulars including quantitative details and situation of fixed assets. As explained to us, the Management at reasonable intervals physically verified the fixed assets. No material discrepancies were noticed on such verification.

2. The management has physically verified inventory of stock of material, spares parts or finished stocks and frequency of verification is reasonable. In our opinion, the procedure for physical verification of stocks followed by management is reasonable and adequate in relation to the size of the company and nature of its business. The discrepancies noticed on physical verification were not material.

3. (a) The Company has not granted loans to company listed in the register maintained U/s. 301 of the Companies Act, 1956. The Company has not taken loan from companies listed in the register maintained U/s. 301 of the Companies Act, 1956. As company has not granted loans to companies listed in the register maintained u/s 301, clause (b) and (c) are not applicable.

(b) The company has taken loans from parties listed in register maintained U/s 301 of the Companies Act, 1956. The rate of interest is not pre judiciary in contravention to the interest of the company.

(c) There are no specific terms for repayment of loan taken from parties listed in register maintained U/s 301 of the Companies Act, 1956.

4. According to the information given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase & sale of goods & fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 that are exceeding the value of Rupees five Lacs.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding the value of Rupees five Lacs, are reasonable having regard to the prevailing market prices at the relevant time;

6. The Company has not accepted any deposits from the public during the previous year.

7. The Company has internal audit system and is considered as commensurate with the size of the company and nature of the business of the company.

8. As per the information given to us the Central Government has not prescribed maintenance of cost records to this company under Section 209 (1) (d) of the Companies Act, 1956.

9. As informed to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax(VAT), Customs Duty, Excise Duty except unclaimed dividend for F Y 2009-10 of Rs. 7.50 Lacs and for 2010-11 of Rs. 8.27 Lacs as at last date of financial year, that were outstanding for a period of more than six months from the date they became payable.

10. As on 31.03.2012, the Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit as well as during the immediately preceding financial year.The company is not a sick industrial company within the meaning of clause (o) of sub-sectiion 1 of section 3 of The Sick Industrial Companies (Special Provisions) Act, 1985.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in payment of dues to a financial institution or bank.

12. As explained 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 are not applicable.

14. The Company being Trading and Manufacturing company conducting export sales; proper records has been maintained and timely entries have been made therein of the purchase, sales and income transactions and contracts entered into during the said period, if any. The company is not a chit fund or a nidhi/mutual fund benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company. The company is holding investments in mutual fund and listed securities.

15. As informed to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. As the Company has no term loan outstanding as at 31.03.2012, the provisions of this clause are not applicable .

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. During the year the Company has allotted 70,20,000 equity shares of Rs.10 each fully paid up as Bonus shares in ratio of 1:1 by capitalizing Securities Premium account for Rs. 7,02,00,000/-.

21. 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 M/s. Doshi Maru & Associates.,

Chartered Accountants

S/d

(Hiren Maru)

Partner

FRN : 112187W

Place: Mumbai Date : 31/07/2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of MALOO GEMS & JEWELLERY LIMITED as at 31St March, 2011 and the Profit & Loss Account and Cash Flow statement for the year ended on that date and report thereon in accordance with the provisions of Section 227 of the Companies Act, 1956. 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 to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 in terms of sub section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in Para 3 and on the basis of the audit indicated herein, 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, the company has kept proper books of account as required by law, so far as appears from our examination of the books of account.

c) The Balance Sheet and Profit and Loss Account and Cash Flow statement dealt with this report are in agreement with the books of Account.

d) In our opinion, the Balance sheet and Profit and Loss account comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable except for disclosures of fixed deposits and secured loans against fixed deposits (Refer Notes to Accounts Point.No. 5 and 6).

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of Section 274(1) of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes appearing in Schedule 10 annexed thereon gives the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view: -

i) In case of Balance Sheet, of the Company's affairs as at 31St March, 2011

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

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

RE: MALOO GEMS & JEWELLERY LIMITED REFERRED TO IN PARA 3 OF OUR REPORT OF EVEN DATE

1. The company has maintained fixed assets register showing full particulars including quantitative details and situation of fixed assets . As explained to us, the Management at reasonable intervals physically verified the fixed assets. No material discrepancies were noticed on such verification.

2. The management has physically verified inventory of stock of material, spares parts or finished stocks and frequency of verification is reasonable. In our opinion, the procedure for physical verification of stocks followed by management is reasonable and adequate in relation to the size of the company and nature of its business. The discrepancies noticed on physical verification were not material.

3. The Company has not granted loans to company listed in the register maintained U/s. 301 of the Companies Act, 1956. The Company has not taken loan from companies listed in the register maintained U/s. 301 of the Companies Act, 1956. As company has not granted loans to companies listed in the register maintained u/s 301, clause (b) and (c) are not applicable.

4. According to the information given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase & sale of goods & fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 that are exceeding the value of Rupees five Lacs.

(b) In our opinion and according to the information and explanations given to us, as there are no transactions exceeding the value of Rupees five Lacs, the question of reasonableness having regard to the prevailing market prices at the relevant time does not arise;

6. The Company has not accepted any deposits from the public during the previous year.

7. The Company has internal audit system and is considered as commensurate with the size of the company and nature of the business of the company.

8. As per the information given to us the Central Government has not prescribed maintenance of cost records to this company under Section 209 (1) (d) of the Companies Act, 1956.

9. As informed to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax(VAT), Customs Duty, Excise Duty as at last date of financial year, that were outstanding for a period of more than six months from the date they became payable.

10. As on 31.03.2011, the Company does not have accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit as well as during the immediately preceding financial year.The company is not a sick industrial company within the meaning of clause (o) of sub-sectiion 1 of section 3 of The Sick Industrial Companies (Special Provisions) Act, 1985.

11. On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in payment of dues to a financial institution or bank.

12. As explained 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 are not applicable.

14. The Company being Trading and Manufacturing company conducting export sales; proper records has been maintained and timely entries have been made therein of the purchase, sales and income transactions and contracts entered into during the said period, if any. The company is not a chit fund or a nidhi/mutual fund benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the company. The company is holding investments in mutual fund and listed securities.

15. As informed to us, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

16. As the Company has no term loan outstanding as at 31.03.2011, the provisions of this clause are not applicable .

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

18. The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not issued any debentures during the year.

20. During the year the Company has allotted 20,00,000 equity shares of Rs.10 each fully paid up at a premium of Rs.65 per share.

21. 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 M/s. Doshi Maru & Associates.,

Chartered Accountants

Sd/-

(Atul B Doshi)

Partner

FRN : 112187W

Place: Mumbai

Date : 08/08/2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of MALOO GEMS & JEWELLERY LIMITED as at 31st March 2010 and the Profit & Loss Account 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 theses financial statements based on our audit.

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 principal 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.

We report as follows:

1) As required by the Companies (Auditors' Report) Order, 2003 issued by the 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.

2) Further to our comments in the Annexure referred to above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of these books;

c) The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account;

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

e) On the basis of the written representations received from the Directors of the Company and taken on record by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2010 from being appointed as a Director in terms of 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 the explanations given to us, the said accounts read together with the notes give the information required by the Companies Act, 1956 and 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, 2010, and

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

iii) In the case of the Cash Flow Statement , of the cash flows for the for the year ended on that

ANNEXURE Re : MALOO GEMS & JEWELLERY LIMITED.

Referred to in point no.1 of our report of even date.

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

(b) The Fixed assets have been physically verified by the management at reasonableness intervals. We have been informed that no material discrepancies were noticed on such verification.

ii. The company possess stock in trade . Under these circumstances, the following question are answerd:

(a) Physical Verification of stocks; Physical stock is responsibility of management.

(b) Procedure for physical verification of stock;

(c) Discrepancies between physical verification of stocks and book records;

(d) Verification and Valuation of stock;

iii. The company has not taken any loans, from parties listed in the register maintained under section 301 of the Act. Hence the question of verification of the terms and conditions on which loans have been taken by the company does not arise.

iv. In our opinion, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

v. (a) According to the information & explanations given to us, the transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered.

(b) In our opinion, The Company has not entered into any transactions exceeding the value of five lakhs rupees in respect of any party during the financial year and hence the question of verifying the reasonableness of prices having regard to the prevailing market prices at the relevant time does not arise.

vi. The company has not accepted any deposits from the public.

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

viii. The Central Government has not prescribed any cost records pursuant to the rules made for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in relation to the company's business activities.

ix. (a) The company is regular in depositing undisputed statutory dues including 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 with the appropriate authorities wherever applicable.

(b) According to the information & explanations given to us, no undisputed amounts payable in respect of Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cess were in arrears, as at 31st March 2010, for a period of more than 6 months from the date they became payable.

(c) According to the information & explanations given to us, there are no dues of Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute.

x. At the end of the financial year, the Company does not have accumulated losses and has not incurred cash loss in the previous financial year.

xi. According to the information & explanations given to us, the company has not taken any loans from financial institution & banks, hence the question of repayment of dues to financial institution & banks does not arise

xii. 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. In our opinion, the Company does not have dealing in shares, hence the question of maintaining proper records of dealing in or trading in shares, securities, debentures and the securities stands in the name of the company does not arise.

xv. The company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. The company has not availed of any term loans, hence the question of it being applying for the purpose for which it is obtained does not arise.

xvii. On an overall basis, the funds raised on short-term basis have, prima facie, not been used for long term investment and vice versa.

xviii. The company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

xix. The company has not issued any debentures.

xx. The company has not raised money by public issues during the year.

xxi. Based on the checks carried out by us, any fraud on or by the company has not been noticed or reported during the year.



FOR RAJESH THAKKAR & ASSOCIATES

Chartered Accountants

Sd/-

Place : Mumbai RAJESH THAKKAR

Date : 20.06.2010 (Proprietor)

M. NO. 108714

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of MALOO POLYMERS LIMITED at 31st March, 2009 tor the year ended on that date, annexed thereto. these financial statements arc the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conduct our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain the reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting and 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. We believe that our audit provides a reasonable basis for our opinion.

3. As Required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order 2004 (together "the Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,! 956 of India (the 'Act') and on (the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. On the basis of written representation received from the Directors, as on 31st March, 2009 and taken on record by the Board of Directors, none of the directors is disqualified as on-31sl March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that :

i) 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;

ii) 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 ;

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standard referred to in section sub-section (3C) of Section 211 of (he Act;

v ) hi our opinion and to the best of our information and according to the explanations given to us, they said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a tiff and lair 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 March 31, 2009.

(ii) In the case of the Profit & 1oss Account, of the Profit for the for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the Cash flows For the year ended on that date.

Referred to in Paragraph l of our Report of even date

(i)(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of information available.

(b) As explained to us. all the assets have been physically verified by the management at reasonable intervals during the year. According to information and explanations given to us, 110 material discrepancies have been noticed on such verification.

(c) In our opinion, the company has not disposed off substantial part of fixed assets during the year and the going concern status of the company is not affected.

(ii)(a) The inventories have been physically verified by the management at reasonable intervals during the year.

(b) The procedures of physical verification of inventories followed by the Management as explained to us are, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) As per information and explanation given to us, no discrepancies noticed on physical verification of inventories.

(iii) (a) As per information and explanation given to us, the company has not granted loans to parties covered in the register maintained under section 301 of the Companies Act 1956. Hence, clause (iii) (a), (iii) (b), (iii) (c) and (iii) (d) are not applicable to the company.

(c) As per information and explanation given to us. the company has not taken loans from parties covered in the register maintained under section 301 of the Companies Act, 1956. i fence, clause (iii)(e), (iii) (1) and (iii) (g) are not applicable to the company.

(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, further, on the basis of our examination of the books and records of the Company carried out in accordance with the auditing standards generally accepted in India and according to the information and explanations given to us. we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) As per information & according 10 explanation 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 have been so entered.

(b) As per information according to explanation given to us, we are of the opinion that there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year.

(vi) As per information & according to explanation given to us, the Company has not Spittoons Limited accepted deposits from the public. Hence, provisions of Sec, 58A. 58AA and rules made there under are not applicable.

(viii The Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) As per information and according to explanation given to us, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Act, docs not applicable to the Company.

(ix) (a) As per information & according to explanation given to us. the company is generally regular in depositing statutory dues including Income-tax.

(b) As per information & according to explanation given to us. there are no cases of non deposit with the appropriate authorities of disputed dues of Income-tax. and any other statutory dues with the appropriate authorities during the year.

(X) The company has not accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year underreport.

(xi) 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 / thinks.

(xii) As per information & according to explanation 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 seductive

(xiii) As per information & according to explanation given to us. provisions of any special statute applicable to chit fund does not applicable to the company in respect of Nidhi Mutual benefit fund societies. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) As per information & according u explanation given to us. the Company is doing investments in shares and mutual funds Company has properly maintained all the records for transactions and contracts and all the entries made within the time. Company made all the investments in its own name.

(xv) As per information Sc according to explanation given to us. the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) As per information & according to explanation given to us. the company has not obtained any term loan during the year.

(xvii) As per information & according to explanation given to us and an overall examination of the Balance Sheet of the company, we report that funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xviii) As per information & according to explanation given to us. the Company has not made preferential allotment of shares during the year.

(xix) As per information & according to explanation given to us. the Company has not created security in respect of debenture issued.

(x) During die period covered by our audit report, the Company has not raised any money by public issue during the year.

(xxi) As per information & according to explanation given to us, no fund on or by the Company has been noticed or reported during the course of our audit.

For Naimish K. Shah & Co.

Chartered Accountants

Place : Ahmadabad sd/-

Dated : 01/09/2009

(Naimish K. Shah) Proprietor