Auditor Report of Victoria Enterprises Ltd.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Victoria Enterprise Pvt. Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibilities for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Principles generally accepted in India including 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 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 ojlffhe** auditor''s judgment, including the assessment of the risks of material misstateragftt of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of Ihe 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 anc appropriate to provide a basis for our audit opinion.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the- Company as at March 31. 2013;

b) in the case of the Statement of Profit and Loss Account, of the loss fo; the year ended on that date;

Report on other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in Ihe Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations v/hi;.-, to me nest 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 dea t ..< f \:y this Re pen are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss compiy with the Accounting Standards referred to in subsection(3C) of section 2i 1 of the Companies Act, 1956; A^^ "^^

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

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

ANNEXURE TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date to the members of Victoria Enterprise Ltd on the financial statements for the year ended 31st March, 2013]

In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the ''Going Concern'' status of the Company is not affected.

2- In respect of its inventories:

a) The inventories have been physically verified bv management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physio! verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not given any unsecured loan to any party listed in the register to be maintained u/s. 301 of theCgrnpanies Act, 1956 during the financial year. j^siB--C£^v ^«s=s>^

b) The Company has taken unsecured loan from one party listed in the register to be maintained u/s. 301 .of the Companies Act, 1956 of Rs. 7,35,10,000/- (P.Y. 9,35,79,500/-) during the financial year. In respect of the said loan (including loans raised in earlier years), maximum amount outstanding at any time during the period covered under the audit was Rs. 12,07,59,500/- (P.Y. 9,37,09,500/-) and the year-end balance is 12,07,59,500/- (P.Y. Rs. 7,08,24,500/-)

c) The loans taken were re-payable on demand. As informed, repayment haye been made during the year whenever demanded by the lenaur, thus there has been no default on repayment.

d) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase .of fixed assets, inventory and for the sale of goods and services. During the course of our audit.no major weakness has ueen observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures .applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered, into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations giver to us, the transactions made in pursuance of contracts c arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made; at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal -audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Aet,j956 for the Company.

9- In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income >:.

Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2013 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by,us, there are no duvs of Sales i,.x, Income Tux, Custom duty, Wealth tax, Excise duty/ Service Tax, Cess a:iu any otner statutory dues as at March 31st 2013 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31s'' March 2013. The company has not incurred cash losses during the "financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company nas ioi defaulted in repayment of dues to a financial institution, bank or debenture holders, except in the following case:

The Bank of Baroda has classified the above Term Loan account as Non Performing Asset and has recalled the above loan and has also issued a Demand Notice under Section 13 of the SARFAESI. The case is pending before Debt Recovery Tribunal, The bank has not provided for the interest .on the above account from the month of December, 2011 onwards (interest provided in Financial Year 2011-2012 till November 2011 -Rs. 76,54,161/-}. The company has provided for interest on the above loan account in its books of accounts for the period from December 2011 to March 2012 for a sum of Rs. 42,15,413.55/- and for the period from April 2012 to March, 2013 for a sum vf Rs. 1,26,30,886/-

12. Based on our audit procedures and as per the information and explanation''s given by the management, the Company has not granted any loiw* and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2012-2013.

13. The provision of any special statutes applicable to the Chit Funds, Niclhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised term loans during the financial year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-terra basis, which hnvo i>eer used fur long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on-or by the Company has been noticed or reported during the current financial year.

For PAFtEKH SHAH & LODHA

Chartered Accountants

Place: Mumbai

Date : 30th May, 2013.

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2012 and also the annexed Profit and Loss Account and Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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 the Companies (Auditor's Report) (Amendment) 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.

4. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

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

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of subsection (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 Financial Statement subject to capitalization of depreciation and other notes thereon and attached thereto, give in the prescribed manner, the information required by the Act 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 Profit & Loss Account, of the PROFIT for the period 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 AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date.

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories: ,

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

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not given any unsecured loan to any party listed in the register to be maintained u/s. 301 of the Companies Act, 1956 during the financial year.

b) The Company has taken unsecured loan from two parties listed in the register to be maintained u/s. 301 of the Companies Act, 1953 of Rs. 9,35,79,500 /- during the financial year. Apart from the above, a sum of Rs. 54,00,000/- was taken in the earlier financial years from one of the above parties. In respect of the said loans, maximum amount outstanding at any time during the period covered under the audit was Rs. 9,37,09,500/- and the year-end balance is 7,08,24,500/-

c) The loans taken were re-payable on demand. As informed, repayment have been made during the year whenever demanded by the lender, thus there has been no default on repayment.

d) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2012 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cash and any other statutory dues as at March 31st 2012 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31st March 2012. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, except in the following case:

Name of Bank Default in Payment of Interest in Rs. Loan Outstanding

Bank of Baroda Rs. 76,54,161/- Rs. 6,27,11,715/-

The Bank of Baroda has classified the above Term Loan account as Non Performing Asset and has recalled the above loan and has also issued a Demand Notice under Section 13 of the SARFAESI. The case is pending before Debt Recovery Tribunal. The bank has not provided for the interest on the above account from the month of December; 2011 onwards (interest provided in Financial Year 2011-2012 till November 2011 -Rs. 76,54,161/-). The company has provided for interest on the above loan account in its books of accounts for the period from December 2011 to March 2012 for a sum of Rs. 42,15,413.55/-

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2011 - 2012.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised term loans during the financial year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

For PARKESH SHAH & LODHA Chartered Accountants Firm Reg: 107487W

Ravindra Chaturvedi (Partner) M. No.: 048350

Place: Mumbai

Date: 30th May, 2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2010 and also the annexed Profit and Loss Account and Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. 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 the Companies (Auditor's Report) (Amendment) 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.

4. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956, subject to non compliance of AS 15, provision of liability made towards gratuity by company based on own estimation in place of actuarial valuation certificate as require by AS 15 (please refer to Note 18 of Notes to Accounts).

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of subsection (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 Financial Statement subject to capitalisation of depreciation and other notes thereon and attached thereto, give in the prescribed manner, the information required by the Act 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, 2010 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period 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 AUDITORS' REPORT Referred to in paragraph 3 of our report of even date.

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories:

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

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loan to the parties listed in the register to be maintained u/s. 301 of the Companies Act, 1953.

b] The Company had taken unsecured loan during the financial year from one party of Rs. 1,25,00,000/- at the interest rate of 9% p.a. Apart from this unsecured loan taken from three parties in earlier year, are yet to be payable whenever demanded by the lenders. In respect of the said loans, maximum amount outstanding at any time during the period covered under the audit was Rs. 3,80,41,473/- and the year end balance is Rs. 3,80,41,473/-.

c] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

d] In respect of loans taken by the Company, the principal amount is repayable on demand. As informed, the repayment have been made during the year whenever demanded by the lender, thus there had been no default on the part of the Company.

e] The interest on loan taken by the Company during the financial year is payable at the rate of 9% p.a. Apart from this all unsecured loan taken in earlier years are interest free. In our opinion and according to the information and explanation given to us, the interest rate is not prima facie prejudicial to the interest of the Company.

f] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

4, In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2010 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2010 which have not been deposited on account of a dispute Except the following

Nature of Nature Period Amount Forum where Statue of dues (Rs. in Lacs) dispute is pending

Commissioner of Income Tax Income A.Y. 2006-07 2.25 Income Tax Act, 1961 Tax (Appeals)

10. The Company is not having accumulated losses as on 31st March 2010. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2009 - 2010.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised term loans during the financial year and the said term loan has been utilized for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

For PAREKH SHAH & LODHA Chartered Accountants

Ravindra Chaturvedi (Partner) M. No. : 48350

Place : Mumbai Date : 31st May, 2010

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2009 and also the annexed Profit and Loss Account and Cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well is evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) 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.

4. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) 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 Financial Statement together with the notes thereon and attached thereto, give in-the prescribed manner, the information required by the Act 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, 2009 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period 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 AUDITORS REPORT Referred to in paragraph 2 of our report of even date.

1. In respect of its fixed assets :

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the Going Concern status of the Company is not affected.

2. In respect of its inventories :

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

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3.

i. The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act 1956.

ii. a] During the year, the company has not taken unsecured loans from companies, firm or other parties covered in the register maintained under section 301 of Companies Act 1956. The year end balance of such loans is Rs. 54.00 Lacs.

b] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c] In respect of loans taken by the Company, the prindpcipal is repayable on demand.

d] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance-pf Section 301 of the Companies Act, 1956 and exceeding the value of Rs: 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2009 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2009 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31st March 2009. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2008 - 2009

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

For Ravindra Cheturvedi & Co..

Chatte Accountants

Ravindra Chaturvedi (Proprietor)

M. No. : 48350

Place: Mumbai

Date : 30-06-09

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Mar 31, 2008

We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2008 and also the annexed Profit and Loss Account and Cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 (as amended) 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.

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

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

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2008 from being appointed as directors in terms of clause (g) of subsection (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 Financial Statement together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act 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, 2008 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period 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 AUDITORS REPORT

Referred to in paragraph 2 of our report of even date.

1. In respect of its fixed assets

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the Going Concern status of the Company is not affected.

2. In respect of its inventories:

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

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

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a] The Company has taken unsecured loans from various parties aggregating to Rs. 3,517.50 Lacs (previous year Rs. 4,015.25 Lacs) during the year and loan outstanding at the end of the year is Rs. 307.20 Lacs (previous year Rs. 1,179.00 Lacs).

b] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c] In respect of loans taken by the Company, the principal amount is repayable on demand.

d] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e] The Company has not granted any secured or unsecured loans to the parties listed in above mentioned register except temporary business advances.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2008 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2008 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31s1 March 2008. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2007-2008

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investment the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. The Company has received Share Application Money for 1,00,000 5% Optionally Convertible Preference Share (OCPS) of face value 1,000/- each for Rs. 10,00,00,000/- during the year and same has been allotted on dated 28.04.2008. other then above no money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Proprietor) M. No. : 48350 Place: Mumbai Date : 30/06/2008

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Mar 31, 2006

ANNUAL REPORT 2005-2006

AUDITORS' REPORT

To, The Members of VICTORIA ENTERPRISES LTD. (Formerly known as DOWN TOWN TRADING AND INVESTMENT LTD.)

We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2006 and also the annexed Profit and Loss Account and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit includes, examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes, assessing the accounting principles used and significant Estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 (as amended) 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.

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

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

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2006 from being appointed as directors in terms of clause (g) of subsection (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 Balance Sheet and Profit and Loss account read with the notes thereon and attached thereto give the information required by the Companies Act, 1956 the manner so required and also give a true and fair view:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;

ii) In the case of Profit & Loss Account, of the LOSS for the period ended on that date; and

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

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Partner)

M.No.: 48305

Place : Mumbai Date : 30th June, 2006

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 2 or our report of even date.

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation or fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories:

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

b) In our opinion, the procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business. c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has taken interest free unsecured loans from two parties aggregating to Rs.327.60 lacs (previous year Rs.Nil) during the year and

loan outstanding at the end of the year is Rs.88.50 lacs (previous year Rs.Nil).

b) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of loans taken by the Company, the principal, amount is repayable on demand.

d) In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has not granted any secured or unsecured loans to the parties listed in above mentioned register except temporary business advances.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has no, prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund. Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2006 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2006 which have not been deposited on account of a dispute.

10. The Company is having accumulated losses of Rs.21.54 lacs as on 31st March 2006. The company has incurred cash losses of Rs.32.63 lacs during the financial year covered by our audit and the Company has not incurred any cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2005-2006.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

15. According to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company. we are of the opinion that there are no funds raised on a short-term basis, which have been used for long term investments.

18. During the current financial year, the Company has no, made any preferential allotment of shares to parties and companies covered in re- Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the current financial year.

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Partner)

Place : Mumbai Date : 30th June 2006