Auditor Report of Navketan Merchants Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s. NAVKETAN MERCHANTS LIMITED which comprise the Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss for the year then ended and a cash flow statement, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.

ii) In the case of the Statement of Profit and Loss of the Profit for the year & cash flow statement ended on that date,

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in term of sub- section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that :

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013.

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

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules , 2014, in our opinion and to the best of our information and according to the explanations given to us :

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

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

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

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

b) The fixed assets were physically verified during the year by the management in accordance with a regular verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off substantial part of fixed assets ii) a) The physical verification of inventory has been conducted at reasonable intervals.

b) The procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no any material discrepancies were noticed on physical verification.

iii) The company has not granted any loan to companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act 2013.

iv) On the basis of information and explanations given to us, we are of the opinion that the Company has 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. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed any instances of continuing failure to correct major weakness in the aforesaid internal control systems.

v) The Company has not accepted any deposit in terms of the directives issued by the Reserve Bank of India and within the meaning of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

vi) As per information and explanations given by the management, maintenance of cost records as prescribed by the Central Government under sub-section (1) of section 148 of the Act is not applicable to the Company.

vii) a) The company is 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.

b) There are no undisputed 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.

c) There is no 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.

viii) There is no accumulated loss at the end of the financial year and it has not incurred any cash losses in such financial year and in the immediately preceding financial year.

ix) There were no any dues to financial institution or bank.

x) The company has not 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) There were no term loans taken by the company.

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

For Gora & Co.

Chartered Accountants

Firm Reg. No.: 327183E



Gora Chand Mukhopadhyay

Place: Kolkata Partner

Dated: 29th May, 2015 Membership No. - 017630

---

Mar 31, 2014

We have audited the attached Balance Sheet of Navketan Merchants Limited ('the Company') as at 31st March, 2014 and the relative Statement of Profit & Loss for the period ended on that date annexed thereto, which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

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

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. We believe that our audit provides a reasonable basis for our opinion.

Opinion

(i) Based on the written representation received from all the directors as on 31 March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2014 from being appointed as a director in terms of Section 274(1 )(g) of the Act.

(ii) The Balance Sheet and the Statement of Profit and Loss comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

(iii) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Statement of Profit and Loss, together which notes annexed thereto, give, in the prescribed manner, the information required by the Companies Act, 195S and also 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 31 st March, 2014; and

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

Report on Other Legal and Regulatory Requirements

1. 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,1956 of India (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, dealt with by this Report are in agreement with the books of account.

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

e) on the basis of written representations received from the directors as on 31 March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Independent Auditors' Report

As required by the Companies (Auditors Report) Order, 2003 issued by central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we consider appropriate, we further report that -

i. In respect of the fixed assets :

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. No material discrepancies were noticed on such verification.

c) During the year, the company has not disposed off any substantial part of fixed assets.

ii. In respect of the inventories :

The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

iii. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the registered maintained under Section 301 of The Companies Act, 1956 :

a) The Company has not taken unsecured loans from parties covered in the registered maintained under section 301 of the Act,

b) The Company has granted unsecured loan to parties covered in the register maintained under Section 301 of the Act. The amount due as at the close of the year is Rs. 4548082.

iv. There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of investments and fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control.

v. According to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

vi. The Company has not accepted deposits from the public. Accordingly provisions of section 58A and 58AA of Companies Act, 1956 are not applicable to the company.

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

ix. The Company is regular in depositing undisputed statutory dues including Income-tax and any other statutory dues with the appropriate authorities. The Company was not required to deposit any amounts relating to Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cess. There are no unpaid demands, disputed or otherwise, in respect of sales tax/income tax/custom tax/wealth tax/excise duty/cess.

x. The Company had accumulated losses as at the beginning of the year amounting to Rs. 802779 which has been set off against the current year's profits but the Company has not incurred cash losses during the current and immediately preceding financial year.

- xi. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

xiii. The provisions of any special statute applicable to chit fund are not applicable to the Company. The Company is not a nidhi/ mutual benefit fund/societies.

xiv. Proper records have been maintained of the transactions of dealing or trading in shares, debentures and other investments and contracts and timely entries have been made therein for. The shares, securities, debentures and other securities have been held by the company, in its own name.

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

xvi, The Company has not received short-term loans and advances during the financial year.

xvii. On the basis of information received from the management and based on our examination we find that the company has not raised any short term funds.

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

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by public issue.

xxi. Any fraud on or by the company has not been noticed or reported during the year.

For A. JANA & CO.

Chartered Accountants

Firm Reg. No. 312169E

A K JANA

Proprietor

Date: 29th May, 2014 Membership No. 050783

---

Mar 31, 2013

We have audited the attached Balance Sheet of Navketan Merchants Limited ('the Company') as at 31st March, 2013 and the relative Statement of Profit & Loss for the period ended on that date annexed thereto, which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

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

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. We believe that our audit provides a reasonable basis for our opinion.

Opinion

(i) Based on the written representation received from all the directors as on 31 March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

(ii) The Balance Sheet and the Statement of Profit and Loss comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

(iii) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Statement of Profit and Loss, together which notes annexed thereto, give, in the prescribed manner, the information required by the Companies Act, 1956 and also give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; and

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

Report on Other Legal & Regulatory Requirements

1. 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,1956 of India (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, dealt with by this Report are in agreement with the books of account.

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

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

As required by the Companies (Auditors Report) Order, 2003 issued by central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we consider appropriate, we further report that-

i. In respect of the fixed assets:

The Company has no fixed assets.

ii. In respect of the inventories:

The Company has no inventory.

iii. In respect of loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the registered maintained under Section 301 of The Companies Act, 1956:

The Company has not granted any loan, secured or unsecured to Companies, firms or other parties listed in register maintained under Section 301 of the companies Act, 1956.

iv. There an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of investments and fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control.

v. According to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

vi. The Company has not accepted deposits from the public. Accordingly provisions of section 58A and 58AA of companies act,1956 are not applicable to the company

vii. The company has an internal audit system commensurate with its size and nature of its business

viii. The 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.

ix. The company is regular in depositing undisputed statutory dues including Income-tax and any other statutory dues with the appropriate authorities. The Company was not required to deposit any amounts relating to Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cuss. There are no unpaid demands, disputed or otherwise, in respect of sales tax/income tax/custom tax/wealth tax/excise duty/cuss.

x. There are accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year.

xi. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

xiii. The provisions of any special statute applicable to chit fund are not applicable to the Company. The Company is not a niche/ mutual benefit fund/societies.

xiv. Proper records have been maintained of the transactions of dealing or trading in shares, debentures and other investments and contracts and timely entries have been made therein for. The shares, securities, debentures and other securities have been held by the company, in its own name.

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

xvi. The Company has not received short-term loans and advances during the financial year.

xvii. On the basis of information received from the management and based on our examination we find that the company has not raised any short term funds.

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

xix. The Company has not issued any debentures.

xx. The Company has not raised any money by public issue.

xxi. Any fraud on or by the company has not been noticed or reported during the year.

For A Jana & Co.

Chartered Accountants

Firm Reg. No. 312169E

Sd/-

17A, Yogipara Bye Lane, A K Jana

Kolkata-700006 Proprietor

Dated: 22nd May, 2013 MembershipNo.050783

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of NAVKETAN MERCHANTS LIMITED('the Company') as at March 31, 2012 and the relative Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. We believe that our audit provides a reasonable basis for our opinion.

3. The financial statements of the Company for the year ended March 31, 2012 were audited by us. Balances as on April 1, 2011 have been considered as opening balance for the purposes of these Accounts.

4. 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) The Balance Sheet and Profit & Loss Account referred to in our report are in agreement with the books of account.

c) In our opinion, proper books of account as required by law, has been kept by the Company so far as it appears from the examination of the books.

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

e) The company has defaulted in filing quarterly returns with the stock exchange.

f) Based on the written representation received from all the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(1)(g) of the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit and Loss Account, together which notes and schedules annexed thereto, give, in the prescribed manner, the information required by the Companies Act, 1956 and also 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, 2012; and

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

h) The Company, Avighna Commerce Limited, is being merged with Navketan Merchants Limited, a listed public company effect from 1st April, 2010 or as the date prescribed by the High Court in their sanction letter. All the necessary petition has been filled and the matter is pending for court's order.

5. 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,1956 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 further report that:

i) The Company has no fixed assets.

ii) The Company has no inventory.

iii) The Company has neither granted nor taken loans, secured or unsecured, to/from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consecutively, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f), (iii)(g) of paragraph 4 of the Order are not applicable.

iv) There an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of investments and fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control.

v) There were no transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

vi) The Company has not accepted deposits from the public.

vii) The company has an internal audit system commensurate with its size and nature of its business;

viii) The 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.

ix) The company is regular in depositing undisputed statutory dues including Income-tax and any other statutory dues with the appropriate authorities. The Company was not required to deposit any amounts relating to Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cess. There are no unpaid demands, disputed or otherwise, in respect of sales tax/income tax/custom tax/wealth tax/excise duty/cess.

x) There are accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year and immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

xiii) The provisions of any special statute applicable to chit fund are not applicable to the Company. The Company is not a niche / mutual benefit fund/societies.

xiv) Proper records have been maintained of the transactions of dealing or trading in shares, debentures and other investments and contracts and timely entries have been made therein for. The shares, securities, debentures and other securities have been held by the company, in its own name.

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

xvi) The Company has not taken any loans.

xvii) The Company has not raised any funds, short term or long term.

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

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by public issue.

xxi) Any fraud on or by the company has not been noticed or reported during the year.

For A. JANA & CO.

Chartered Accountants

Firm Reg. No. 312169E



Sd/-

(A K Jana)

17A, Yogipara Bye Lane, Kolkata-700006 Proprietor

Dated, the 30th Day of April, 2012 Membership No. 050783

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of NAVKETAN MERCHANTS Limited' the Company') as at March 31, 2011 and the relative Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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. We believe that our audit provides a reasonable basis for our opinion.

3. The financial statements of the Company for the year ended March 31, 2011 were audited by us. Balances as on April 1, 2010 have been considered as opening balance for the purposes of these Accounts.

4. 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) The Balance Sheet and Profit & Loss Account referred to in our report are in agreement with the books of account. ,

c) In our opinion, proper books of account as required by law, has been kept by the Company so far as it appears from the examination of the books.

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

e) The company has defaulted in filing quarterly returns with the stock exchange.

f) Based on the written representation received from all the directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of Section 274(l)(g)of the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and the Profit and Loss Account, together which notes and schedules annexed thereto, give, in the prescribed manner, the information required .by the Companies Act, 1956 and also 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, 2011; and

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

h) The Company, Navketan Merchants Limited, is being merged with Avighna Commerce Limited, an unlisted public company effect from 1st April, 2010 or as the date prescribed by the High Court in their sanction letter. All the necessary petition has been filled and the matter is pending for court's order.

5. 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,1956 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 further report that:

i) The Company has no fixed assets.

ii) The Company has no inventory.

iii) The Company has neither granted nor taken loans, secured or unsecured, to/from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act,1956. Consecutively, clauses (iii)(b), (iii)(c), (iii)(d), (iii)(f), (iii)(g) of paragraph 4 of the Order are not applicable.

iv) There an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of investments and fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control.

v) There were no transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

vi) The Company has not accepted deposits from the public.

vii) The company has an internal audit system commensurate with its size and nature of its business;

viii) The 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.

ix) The company is regular in depositing undisputed statutory dues including Income-tax and any other statutory dues with the appropriate authorities. The Company was not required to deposit any amounts relating to Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Sales-tax, Wealth Tax, Custom Duty, Excise Duty and cess. There are no unpaid demands, disputed or otherwise, in respect of sales tax/income tax/custom tax/wealth tax/excise duty/cess.

x) There are accumulated losses at the end of the financial year and the Company has not incurred cash losses during the financial year and immediate receding financial year.

xi) The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

xiii) The provisions of any special statute applicable to chit fund are not applicable to the Company. The Company is not a nidhi/ mutual benefit fund/societies.

xiv) Proper records have been maintained of the transactions of dealing or trading in shares, debentures and other investments and contracts and timely entries have been made therein for. The shares, securities, debentures and other securities have been held by the company, in its own name.

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

xvi) The Company has not taken any loans.

xvii) The Company has not raised any funds, short term or long term.

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

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by public issue.

xxi) Any fraud on or by the company has not been noticed or reported during the year.

For A. JANA & CO.

Chartered Accountants

Firm Reg. No. 312169E

(A K Jana)

17A, Yogipara Bye Lane, Kolkata-700006 Proprietor

Dated, the 3rd day of August, 2011 Membership No. 050783