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Auditor Report of Winsome Diamonds and Jewellery Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of WINSOME DIAMONDS AND JEWELLERY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. 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 fairview of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules,2014.

This responsibility also includes 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.

3. Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and the 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 the Company's directors, as well as evaluating the overall presentation of the financial statements.

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

4. Basis for Qualified Opinion

A. In accordance with Accounting Standard - 11 (Standard on The Effects of Changes in Foreign Exchange Rates), the Company is required to report the monetary items using the closing rate. Accordingly the Company is required to value the monetary assets and liabilities viz foreign currency trade receivables, trade payables and foreign currency loan at the foreign exchange rate prevailing as on the date of the balance sheet. The Company has not carried out such valuations as at the year end. Accordingly the exchange loss for the year is overstated thereby resulting in the total loss for the year being overstated/profit understated by Rs. 214,54,39,618(net).Trade receivables are understated by Rs. 723,73,84,562, trade payables are understated by Rs. 796,76,830 as on the balance sheet date and foreign currency loan is understated by Rs.74,67,778(Refer Note No. 7, 8 (A5), 14(b),19(c) and 23(b)).

B. The Company has made long term investments in Forever Precious Diamonds and Jewellery Ltd. (Forever) amounting to Rs. 141,17,10,802, thereby resulting in it holding a 49 % stake in the equity of that company. The said investments continue to be valued at cost. As stated in Note No. 12 A 1 & 2, in the view of the management, provision for diminution in value of investments as per the requirements of Accounting Standard -13 (Accounting for Investments) is not considered necessary and hence not made. We have been provided with the financial statements of Forever for the year ended 31stMarch 2014. We have observed that there are no significant business operations in Forever. Further the auditors of Forever have qualified the financial statements and termed the company as a non-going concern. In view of the above the Company should have provided the diminution in value of investments amounting to Rs. 141,17,10,801. Accordingly the loss for the year have been understated and investments overstated by Rs. 141,17,10,801.

C. Due to the defaults of the Company to the banks, the Company's accounts have been classified as NPAs by the banks. Most of the banks have not charged interest on the Company's borrowings/loans, while some banks have been charging interest at higher rates. The company till last year/ period was providing for interest at 12.5 % on all outstanding which was the average rate of rupee export finance. During the year under review no provisions have been made for such interest at the year end and provisions made during the year have been reversed at year end. Accordingly Interest for the year is understated resulting in total loss of the Company is understated by Rs. 565,86,78,505. (Refer Note 23 (a)).

5. Basis for Disclaimer of Opinion

A. In respect of Trade Receivables amounting to Rs. 4,743,24,55,740 the auditors have not received any confirmations of balances even after requesting for the confirmations. The management has obtained confirmation of balances from the respective parties only as on 31st March, 2013 and none thereafter. There have been defaults on the payment obligations by the debtors on the due dates. Various attempts have been made by the management and lenders for recovery, however such attempts have not resulted into any significant collections or getting commitment from the parties regarding schedule of payments which are acceptable to the management / lenders. In view of the above we are unable to comment on the realisability of the debts and any provision to be made for unrealisability in the carrying amounts of these balances and the consequential impact, on the financial statements. (Refer Note 14 and Note 16to the financial statements)

B. As mentioned in Note No 1 regarding preparation of accounts on a Going Concern basis and the reasons stated therein and Note No. 27 of the financial statements detailing the developments that have happened in the last 2 years, the Company's operating results have been materially affected due to various factors including non availability of finance in view of the consortium bankers recalling the financial facilities granted. These events cast significant doubts on the ability of the Company to continue as a going concern since the volumes of business have also drastically dropped in the last 2 years. The appropriateness of the going concern assumption is dependent on the Company's ability to raise adequate finance from alternate means and/ or recoveries from overseas debtors to meet its short term and long term obligations as well as to establish consistent business operations.

In absence of any convincing audit evidences, no positive steps taken by the management, non recovery of trade receivables on due date, non-payment of liabilities including statutory dues, financial difficulties faced by the company due to recalling of bank finance facilities and in view of multiple uncertainties stated above, we are unable to determine the possible effects on the financial statements. We are also unable to conclude on the ability of the company to carry on as a going concern.

6. Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, specifically relating to the multiple uncertainties created due to factors such as non recovery of trade receivables on due dates, non payments of liabilities including statutory dues, financial difficulties faced by the Company due to recalling of bank finance, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

7. Emphasis of Matter

A. The Company has not appointed any Internal Auditors for the year and accordingly no internal audits were carried out for the entire year. (Refer note no. 27(ii))

B. The Company has not carried out any valuation of the stocks of Diamonds and Pearls which are lying with them/in the joint custody with the bank. To that extent the increase or decrease in the value of diamond pearl stocks as at year end, as required to be done as per the requirements of AS-2 Valuation of Inventories, has not been done. The impact on the profit/loss of the company due the said non valuation has not been determined. (Refer note no. 27(iii))

8. Report on Other Legal and Regulatory Requirements

1. ) As required by The Companies (Auditors Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of subsection(11) of section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the said order.

2. ) As required by section 143(3) of the Companies Act 2013,

we report that:

(a) As described in the Basis for Disclaimer of Opinion Paragraph, we were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

(c) the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) Except for the effects of the matter described in the Basis for Qualified / Disclaimer Opinion / Emphasis of Matter paragraphs in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

(e) On the basis of written representations received from the directors as on 31st March, 2015, and 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 :

(i) Total pending litigations which would impact the financial position of the company are enclosed herewith in Annexure A. The management is unable to ascertain the amount of liabilities to the company on the said litigations.

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) Amounts which were required to be transferred to the Investor Education and Protection fund were duly transferred to the fund by the Company within the due dates.

(Referred to in para 8 (1) of our auditor's report of even date on the accounts for the year ended 31st March, 2015 of WINSOME DIAMONDS AND JEWELLERY LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

(b) As explained to us, the fixed assets were being physically verified by the management at each branch in accordance with a phased programme of verification. The said procedure was being followed in the past was reasonable considering the size and nature of its business and no material discrepancies were noticed in the past years. However during the current year in case of some branches where the operations have ceased / suspended, complete verification has not been done.Material discrepancies, if any will be highlighted once the physical verification would be completed. (Refer to note Nos. 10 & 11.)

2. (a) In June 2013, the banks had placed the stock of diamonds belonging to the Head Office and the Mumbai Branch office of the Company valued at Rs. 39,35,00,031 in the joint custody of the Company and the banks.The banks had done a test check valuation of the said stock as on 30th September, 2013 where officers of the Company were also present. The said valuation has been then forwarded to the company.Since November 2013 the stocks of Chennai SEZ & Cochin SEZ were also valued and put in the joint custody of the banks. Confirmation of the stocks lying with the bank has been confirmed by the management on the basis of the letter obtained from the bank as on that date. For the current year under consideration, the stock lying in joint custody of the banks at HO, Cochin & Chennai the management hasnot carried out any physical verification of such inventory. Physical verification of inventory at other branches has been done by the management at regular intervals.

(b) The procedures of physical verification of inventories, other than that in the joint custody of the banks, as followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) As stated by the management, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, were not material. Since majority of the inventory is held in the joint custody of the consortium of banks, which was not available for our verification, we have relied on the certificate of the bank and the Company and hence we are unable to comment on the stock of inventory as at the year ended March 31, 2015.

3. (a) As per the information and explanations given to us and the records produced before us for our verification, the Company has not granted unsecured loan to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.Accordingly, clause 3 (iii) (a) & (b) of the Order is not applicable to the Company.

4. In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. The Company has not accepted deposits from the public. As the company has not accepted deposits, the questions of verifications of the directives of the Reserve Bank of India and the relevant provisions of the Companies Act and the rules framed thereunder and their compliance does not arise.

6. In the Present case, the Central Government has not prescribed the maintenance of Cost Records under section 148(1) of the Companies Act, 2013. Accordingly clause 3 (vi) of the Order is not applicable to the Company. As such the question of reviewing the books of account to be maintained by the Company pursuant to such an order does not arise.

7. (a) According to the records of the company, undisputed statutory

dues including provident fund, investor education and protection fund, employees state insurance dues, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable have generally been paid though delayed. In some cases specially towards the end of the year there have been delay in the same being deposited with the appropriate authorities.

The details of undisputed amounts due and outstanding for a period exceeding 6 months are as below :

Value Added Tax at Surat & Bangalore: Rs. 1,70,026

(b) According to the information and explanations given to us and the records of the Company as examined by us, except for the amounts mentioned below, there are no disputed dues of income-tax, sales-tax, VAT, service tax, customs duty, excise duty, wealth tax and cess, which have not been deposited.

Name of the Nature Amount(Rs.) Period to Forum Statute of dues which the where amount dispute is relates pending

Income Tax Income 40,32,046/- A.Y2010 CIT(A) Act,1961 Tax 1

Income Tax Income 9,87,022/- A.Y2011 Request for Act,1961 Tax 12 Rectification u/s 154 and CIT(A)

Income Tax Income 2,06,903/- A.Y2013 CIT(A) Act,1961 Tax T4

Total demand 52,25,971/-

Less: Refunds 66,87,937/- due, but yet to be received

Taxpayable Nil

(c) The Company has transferred the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Act and rules made there under. The same have been transferred within the stipulated time.

8. The Company does not have accumulated losses. The Company has incurred cash losses in the financialyear covered by our audit. The Company has also incurred cash losses in the immediately preceding financial period.

9. The Company has defaulted in payment of loans to banks during the year preceding the previous financial period and continued in this financial year. The details of such default are as under:

Bank Name Total Amount Date Default Defaulted started

Axis Bank - Term Loan 7,918,400 08/04/2013

Axis Bank 474,155,520 02/04/2013

Bank of India 906,139,200 06/04/2013

Bank of Maharashtra 2,937,920,826 02/04/2013

Canara Bank 6,722,236,1931 18/03/2013

Bank Name Total Amount Date Default Defaulted started

Central Bank of India 7,465,886,346 28/03/2013

EXIM Bank 714,743,985 05/04/2013

I D B I Bank 1,147,875,362 06/04/2013

Oriental Bank of Commerce 1,636,021,974 08/04/2013

Punjab National Bank 10,521,187,766 26/03/2013

Standard Chartered Bank 4,061,589,537 25/03/2013

State Bank of Hyderabad 1,277,706,509 08/04/2013

State Bank of Mauritius 463,330,128 18/04/2013

Union BankofIndia 2,803,341,974 21/03/2013

Vijaya Bank 1,448,174,130 02/04/2013

TOTAL 42,588,227,8501

The above defaults are the primary amounts as on the date of the defaults continuing from the previous periods. The said defaults do not consider any levies of interest and penal interest charged by the banks / provided by the company after the date of the defaults or its subsequent reversals by some banks. The payments made by the company to the banks after the above dates are also not considered as we are not in a position to ascertain whether the repayments are against interest / penalty or primary defaults.Some of the Banks have not confirmed the balances outstanding to them even after writing to them and in some cases the banks have stopped issuing physical bank statements and the company and the auditors have relied on e-statements generated from the web portals of the banks.

The Company does not have any outstanding dues by way of debentures.

10. As informed to us, the Company had given guarantees of USD 5.5 mn for credit facilities availed by its erstwhile overseas subsidiary,Su- Raj Diamonds and Jewellery DMCC, from banks.The Company had divested its entire equity holding in the said subsidiary in the past. However the said guarantee had not been released since then, and the status of the guarantee was not available with the Company. The tenure of the guarantee has expired as on 31st March, 2015 and hence the same has been considered as discharged. Thus the company has not given any guarantees for loans taken by others from banks orfinancial institutions as on the balance sheet date.

11. On the basis of the review of the utilization of funds on overall basis and related information as made available to us by the Company, prima facie no fresh loans have been raised by the company during the year and the term loans raised in the past by the Company were applied for the purpose for which they had been raised.

12. We have been informed by the management, that the Banks who have lent funds to the Company, outstanding as at the balance sheet date amounting to Rs. 41,699,434,422/-,have lodged complaints against the Company and some of its ex directors, with the Central Bureau of Investigation (CBI), Mumbai Police and Enforcement Directorate (ED). On the basis of the said complaints and subsequent F.I.R.s, the CBI, Mumbai Police and ED have been carrying out investigations, which are in progress. The Company has been subjected to searches by the CBI. The Company is yet to be served with a copy of the F.I.R.



For R.C. RESHAMWALA & CO. CHARTERED ACCOUNTANTS FRN 108832W

RAJNIKANT.C. RESHAMWALA PARTNER MUMBAI: 30th May,2015 MEMB. NO. 005502


Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of Winsome Diamonds And Jewellery Limited (Formerly Known As Su-Raj Diamonds And Jewellery Limited) ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the period 1st October 2013 to 31st March, 2014, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company prepared in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the general circular 15/2003 dated September 13. 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and other recognised accounting practices and policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Because of the matters described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

4. Basis for Qualified Opinion

A. In accordance with Accounting Standard - 11 (Standard on The Effects of Changes in Foreign Exchange Rates), the Company is required to report the monetary items using the dosing rate. Accordingly the Company is required to value the monetary assets and liabilities viz foreign currency trade receivables and trade payables at the foreign exchange rate prevailing as on the date of the balance sheet. The Company has not carried out such valuations as at the period end. Accordingly the exchange loss for the period is understated, gain for the period is overstated by Rs. 1,355,674,462 (net). Trade receivables are understated by Rs. 506,19,59,103 and trade payables are understated by Rs. 5,71,58,767 till date (Refer Note No. 7 (b), 14(b) and Note 19(c)).

B. The Company has made long term investments in Forever Precious Diamonds and Jewellery Ltd. (Forever) amounting to Rs. 1,411,710,802, thereby resulting in it holding a 49 % stake in the equity of that company. The said investments continue to be valued at cost. As stated in Note No. 12 A 2, in the view of the management, provision for diminution in value of investments as per the requirements of Accounting Standard -13 (Accounting for Investments) is not considered necessary and hence not made. We have been provided with the financial statements of Forever for the period ended September 2013. We have observed that there are no significant business operations in Forever. Further the auditors of Forever have qualified the financial statements and termed the company as a non-going concern. In view of the above the Company should have provided the diminution in value of investments amounting to Rs. 1,411,710,801. Accordingly the loss for the year have been understated and investments overstated by Rs. 1,411,710,801.

5. Basis for Disclaimer of Opinion

A. In respect of Trade Receivables amounting to Rs.

4,745,59,96,865 the auditors have not received any confirmations of balances. The management has obtained confirmations of balances from the respective parties only as on 31st March, 2013 and none thereafter. There have been defaults on the payment obligations by the debtors on the due dates. Various attempts have been made by the management and lenders for recovery however such attempts have not resulted into any significant collections or getting commitment from the parties regarding schedule of payments which are acceptable to the management/ lenders. In view of the above we are unable to comment on the realisability of the debts and any provision to be made for unrealisability in the carrying amounts of these balances and the consequential impact, on the financial statements. (Refer Note 14 and Note 16 to the financial statements).

B. As mentioned in Note No 1 regarding preparation of accounts on a Going Concern basis and the reasons stated therein and Note No. 27 of the financial statements detailing the developments that have happened in the previous period and the period under audit, the Company''s operating results have been materially affected due to various factors including non availability of finance in view of the consortium bankers recalling the financial facilities granted. These events cast significant doubts on the ability of the Company to continue as a going concern since the volumes of business have also drastically dropped in the last 6 months. The appropriateness of the going concern assumption is dependent on the Company''s ability to raise adequate finance from alternate means and/or recoveries from overseas debtors to meet its short term and long term obligations as well as to establish consistent business operations. In absence of any convincing audit evidences, no positive steps taken by the management, non recovery of trade receivables on due date, non payment of liabilities including statutory dues, financial difficulties faced by the company due to recalling of bank finance facilities and in view of multiple uncertainties stated above, we are unable to determine the possible effects on the financial statements. We are also unable to conclude on the ability of the company to carry on as a going concern.

6. Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, specifically relating to the multiple uncertainties created due to factors such as non recovery of trade receivables on due dates, non payments of liabilities including statutory dues, financial difficulties faced by the Company due to recalling of bank finance, and non availability of books of accounts of Surat branch for our audit, we have not been ab/e to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statements.

7. Emphasis of Matter

Subsequent to the Balance sheet date, the Central Bureau of Investigations (CB) in April 2014 has seized the books of accounts along with other documents of the Surat Branch of the Company as a part of its investigations against the Company. We have since been provided with the backup data for the period maintained by the Company. In view of the above, since the supporting vouchers and other documents were not available for our verification we were unable to carry out the detailed audit of the branch. The management certified trial balance of the branch has been incorporated in the final financial statements. Accordingly total assets of Rs. 18,58,22,835 , total liabilities of Rs. 18,58,22,835 , total Income of Rs.74,92,392 and total expenses of Rs. 1,42,57,437 of Surat branch have been incorporated in the financial statements on the basis of the unaudited trial balance of the Surat branch.

8. Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditors Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Companies Act, 1956 we report that.

(a) As described in the Basis for Disclosure of Opinion Paragraph, we were unable to obtain all the information and explanations to the best of our knowledge and belief necessary for the purpose of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account except in relation to the financial records of Surat branch.

(d) Except for the effects of the matter described in the Basis for Qualified/Disclaimer Opinion/Emphasis of Matter paragraphs, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, read with the general circular 15/2003 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

(e) On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st 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.

(Referred to in para 8 (1) of our auditors report of even date on the accounts for the period ended 31st March, 2014 of WINSOME DIAMONDS AND JEWELLERY LIMITED (FORMERLY KNOWN AS SU-RAJ DIAMONDS AND JEWELLERY LIMITED).

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

(b) As explained to us, the fixed assets are being physically verified by the management at each branch in accordance with a phased programme of verification. As explained to us the procedure being followed is reasonable considering the size and nature of its business. Material discrepancies, if any will be highlighted once the physical verification has been completed. The same system was there in the prior years and it was reasonable and no material discrepancies were noticed in the prior years.

(c) Substantial part of fixed assets has not been disposed off during the period.

2. (a) In June 2013, the banks have placed the stock of diamonds belonging to the Head Office and the Mumbai Branch office of the Company valued at Rs. 39,35,00,031 in the joint custody of the Company and the banks. The bank had done a test check valuation as on 30th September, 2013 when officers of the Company were also present, of the said stock which has been then forwarded to the company. During the period under review the stocks of Chennai SEZ & Cochin SEZ were valued and put in the joint custody of the banks. Confirmation of the stocks lying with the bank has been confirmed by the management on the basis of the letter obtained from the bank as on that date. For the period under consideration, except for the stock lying in joint custody of the banks at HO, Cochin & Chennai where the management has not carried out the physical verification of inventory, physical verification of inventory at other places has been done by the management at regular intervals.

(b) The procedures of physical verification of inventories, other than that in the joint custody of the banks, as followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) As stated by the management, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records, where available, were not material. Since majority of the inventory is held in the joint custody of the consortium of banks, which was not available for our verification, we have relied on the certificate of the bank and the Company and hence we are unable to comment on the stock of inventory as at the period ended March 31, 2014.

3. (a) As per the information and explanations given to us and the records produced before us for our verification, the Company has not granted unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As the company has not given any loans to parties mentioned in Para 3(a) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(c) Similarly the question of repayment of principal amount and interest on such loans does not arise.

(d) The company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956.

(e) As the company has not taken any loans from parties mentioned in Para 3(d) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(f) Similarly the question of repayment of principal amount and interest on such loans does not arise.

4. In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) According to the information and explanations given to us and on the basis of the checks carried out by us, there are no contracts or arrangements referred to in Section 301 of the Act required to be entered in the register maintained under that section.

(b) As the company has not entered into any contracts or arrangements with the parties mentioned in Para 5(a) above, the question of determining whether the prices are reasonable having regards to prevailing market price does not arise.

6. The Company has not accepted deposits from the public. As such, the question of complying with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58 AA or any other provisions of the Act and rules framed there under does not arise.

7. The Company does not have an Internal Audit System. There has not been any internal audits carried out during the period under review.

8. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, under clause (d) of sub-section (1) of Section 209 of the Act, to ascertain whether the prescribed accounts and records have been made and maintained. Prima facie the prescribed accounts and records are being made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

The records at the Surat branch are not available as the accountings records are in possession of the Central Bureau of Investigation (CBI).

9. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance dues, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable, have generally been delayed in being deposited with the appropriate authorities. The details of undisputed amounts due and outstanding for a period exceeding 6 months are as below.

Service Tax April 2013 Rs. 3,78,593

Service Tax September 2013 Rs. 8,55,643

Tax Deducted at Source August 2013 Rs. 3,207

Rs. 12,37,443

(b) According to the information and explanations given to us and the records of the Company as examined by us, there are no disputed dues of income-tax, sales-tax, VAT, service tax, customs duty, excise duty, wealth tax and cess, which have not been deposited.

10. The Company does not have accumulated losses. However, the Company has incurred cash losses in the financial period covered by our audit. The Company has incurred cash losses in the immediately preceding financial period.

11. The Company has defaulted in payment of loans to banks during the previous financial period and continued in this financial period. The details of such default are as under.

Total Amount Date of Bank Name Defaulted Default started

Axis Bank - Term Loan 7,918,400 08/04/2013

Axis Bank 474,155,520 02/04/2013

Bank of India 906,139,200 06/04/2013

Bank of Maharashtra 2,937,920,826 02/04/2013

Canara Bank 6,722,236,193 18/03/2013

Central Bank of India 7,465,886,346 28/03/2013

EXIM Bank 714,743,985 05/04/2013

IDBI Bank 1,147,875,362 06/04/2013

Oriental Bank of Commerce 1,636,021,974 08/04/2013

Punjab National Bank 10,521,187,766 26/03/2013

Standard Chartered Bank 4,061,589,537 25/03/2013

State Bank of Hyderabad 1,277,706,509 08/04/2013

State Bank of Mauritius 463,330,128 18/04/2013

Union Bank of India 2,803,341,974 21/03/2013

Vijaya Bank 1,448,174,130 02/04/2013

TOTAL 42,588,231,950

The above defaults are the primary amounts as on the date of the defaults continuing from the previous period. The said defaults do not consider any levies of interest and penal interest charged by the banks /provided by the company after the date of the defaults or its subsequent reversals by some banks. The payments made by the company to the banks after the above dates are also not considered as we are not in a position to ascertain whether the repayments are against interest /penalty or primary defaults. Some of the Banks have not confirmed the balances outstanding to them even after writing to them and in some cases the banks have stopped issuing physical bank statements and the company and the auditors have relied on e-statements generated from the web portals of the banks.

The Company does not have any outstanding dues from financial institutions and/or by way of debentures.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge of any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. The company has only invested in shares of subsidiaries/group companies for which proper records have been maintained. The said investments are held by the Company in its own name.

15. As informed to us, the Company had given guarantees of USD 5.5 mn for credit facilities availed by its overseas subsidiary, Su-Raj Diamonds and Jewellery DMCC, from bank. During the previous period the Company has divested its entire equity holding in the said subsidiary. However the said guarantee has still not been released since then, and the status of the guarantee is not available with the Company. Thus we are unable to comment on the terms and conditions of the guarantee being prima-facie prejudicial to the interests of the Company.

16. On the basis of the review of the utilization of funds pertaining to term loans on overall basis and related information as made available to us by the Company, prima facie the term loans taken by the Company were applied for the purpose for which they had been raised.

17. In accordance with the instructions issued by the Institute of Chartered Accountants of India in the Guidance note on Revised Schedule VI to the Companies Act, 1956 with reference to current assets and according to the information and explanations given to us and on overall examination of the Balance Sheet and Cash Flow of the company, we report that funds amounting to Rs 4,339,92,88,769 raised on short-term basis have been utilized for long-term investments.

18. The company has not issued any Preferential Allotment of shares to companies covered under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

20. During the period under review, the company has not raised any monies by way of public issues. Hence the question of verification of end use of monies raised in public issue as per the provision of clause 4(xx) of the Companies (Auditor''s Report) Order 2003 does not arise.

21. We have been informed by the management, that the Banks who have lent funds to the Company, outstanding as at the balance sheet date amounting to Rs. 4,169,24,49,373 have lodged complaints against the Company and some of its ex directors, with the Central Bureau of Investigation (CBI) and Mumbai Police. On the basis of the said complaints and subsequent F.I.R. the CBI and the Mumbai Police have been carrying out investigations, which are in progress. The Company has been subjected to searches by the CBI and the Mumbai Police. The Company is yet to be served with a copy of the F.I.R.



For R. C. RESHAMWALA & CO. CHARTERED ACCOUNTANTS FRN : 108832 W

RAJNIKANT C. RESHAMWALA MUMBAI: 30th May, 2014 PARTNER MEMBERSHIP NO.005502


Sep 30, 2013

1. Report on the Financial Statements

We have audited the accompanying fnancial statements of Winsome Diamonds And Jewellery Limited (Formerly Known As Su-Raj Diamonds And Jewellery Limited)

("the Company"), which comprise the Balance Sheet as at 30th September, 2013, the Statement of Proft and Loss and the Cash Flow Statement for the period then ended, and a summary of signifcant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company prepared in accordance with the Accounting Standards notifed under the Companies Act, 1956 read with the general circular 15/2003 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and other recognised accounting practices and policies. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Because of the matters described in the Basis for Disclaimer of Opinion paragraph, however, we were not able to obtain suffcient appropriate audit evidence to provide a basis for an audit opinion.

4. Basis for Qualifed Opinion

A. In accordance with Accounting Standard - 11 (Standard on The Effects of Changes in Foreign Exchange Rates), the Company is required to value its monetary assets and liabilities viz foreign currency trade receivables and trade payables at the foreign exchange rate prevailing on the date of the balance sheet. The Company has not carried out such valuations. Accordingly the exchange gain for the period is understated, loss for the period is overstated by Rs. 636,04,74,798 (net), trade receivables are understated by Rs. 643,26,50,421 and trade payables are understated by Rs. 7,21,75,623 (Refer Note No. 8 (b), 16(b) and Note 22(c)).

5. Basis for Disclaimer of Opinion

A. In respect of Trade Receivables amounting to Rs. 4,759,24,33,182, the auditors have not received any confrmations of balances. The management has obtained confrmations of balances from the respective parties. There have been defaults on the payment obligations by the debtors on the due date. Various attempts have been made by the management and lenders for recovery however such attempts have not resulted into any signifcant collections or getting commitment from the parties regarding schedule of payments which are acceptable to the management / lenders, In view of the above we are unable to comment on the realisability of the debts and any provision to be made for unreliability in the carrying amounts of these balances and the consequential impact, on the fnancial statements. (Refer Notes 16 and 19 to the fnancial statements)

B. The Company has made long term investments in Forever Precious Jewellery and Diamonds Ltd.(Forever) amounting to Rs. 1,411,710,802, thereby resulting in it holding a 49 % stake in the equity of that company. The said investments continue to be valued at cost. As stated in Note No. 14 B, in the view of the management, provision for diminution in value of investments as per the requirements of Accounting Standard -13 (Accounting for Investments) is not considered necessary and hence not made. we have been informed that the fnancial statements of ''''Forever'''' are under audit. In the absence of availability of audited fnancial statements of ''''Forever'''', we are unable to comment on the carrying costs of such investments and the provision for diminution in their value as on 30th September, 2013. We are unable to comment on the impact on the fnancial statements of provision for diminution in value of investments.

C. As mentioned in Note No 1 regarding preparation of accounts on a Going Concern basis and the reasons stated therein and Note No. 31 of the fnancial statements detailing the developments that have happened during the period under audit, the Company''s operating results have been materially affected due to various factors including non availability of fnance in view of the consortium bankers recalling the fnancial facilities granted. These events cast signifcant doubts on the ability of the Company to continue as a going concern since the volumes of business have also drastically dropped in the last 6 months. The appropriateness of the going concern assumption is dependent on the Company''s ability to raise adequate fnance from alternate means and/or recoveries from overseas debtors to meet its short term and long term obligations as well as to establish consistent business operations. In absence of any convincing audit evidences, no positive steps taken by the management, non recovery of trade receivables on due date, non payment of liabilities including statutory dues, fnancial diffculties faced by the company due to recalling of bank fnance facilities and in view of multiple uncertainities stated above, we are unable to determine the possible effects on the fnancial statements. We are also unable to conclude on the ability of the company to carry on as a going concern.

6. Disclaimer of Opinion

Because of the signifcance of the matters described in the Basis for Disclaimer of Opinion paragraph, specifcally relating to the multiple uncertainties created due to factors such as non recovery of trade receivables on due dates, non payments of liabilities including statutory dues, fnancial diffculties faced by the Company due to recalling of bank fnance we have not been able to obtain suffcient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the fnancial statements.

7. Emphasis of Matter

In accordance with Accounting Standard – 9 (Revenue Recognition), In terms of the EXIM policy for Gold Loans and as per the consistent practice followed by the Company in the past, it is required to raise revised invoices on its customers on account of the fnal settlement of its liability of gold loan. As stated in Note No. 16(c), in view of the uncertainty involved of ultimate realization of such amounts, the company has not raised the revised invoices amounting to Rs. 119,35,00,046. (Refer Note No. 16 c and Note 22 c).

8. Report on Other Legal and Regulatory Requirements

1. As required by The Companies (Auditors Report Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specifed in paragraphs 4 and 5 of the said order.

2. As required by section 227(3) of the Companies Act, 1956 we report that:

(a) As described in the Basis for Disclosure of Opinion Paragraph, we were unable to obtain all the information and explanations to the best of our knowledge and belief necessary for the purpose of our audit;

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

(c) the Balance Sheet and Statement of Proft and Loss dealt with by this Report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for Qualifed / Disclaimer Opinion paragraphs, in our opinion, the Balance Sheet, Statement of Proft and Loss and Cash Flow Statement, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, read with the general circular 15/2003 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

(e) On the basis of written representations received from the directors as on 30th September, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on 30th September, 2013, from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURES TO THE AUDITORS'' REPORT

(Referred to in para 8 (1) of our auditors report of even date on the accounts for the period ended 30th September, 2013 of WINSOME DIAMONDS AND JEWELLERY LIMITED (FORMERLY KNOWN AS SU-RAJ DIAMONDS AND JEWELLERY LIMITED).

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

(b) As explained to us, the fxed assets have been physically verifed by the management in accordance with a phased programme of verifcation which in our opinion is reasonable considering the size and nature of its business, and no material discrepancies have been noticed on such verifcation.

(c) Substantial part of fxed assets has not been disposed off during the period.

2. (a) During the period, in June 2013, the banks have placed the stock of diamonds belonging to the Head Offce and the Mumbai Branch offce of the Company valued at Rs. 39,35,00,031 in the joint custody. The bank had done a test check valuation as on 30th September, 2013 when offcers of the Company were also present of the said stock which has been then forwarded to the company. Confrmation of the stocks lying with the bank has been confrmed by the management on the basis of the letter obtained from the bank. Prior to the above, the management had carried out the physical verifcation of inventory on regular intervals.

(b) The procedures of physical verifcation of inventories followed by the management prior to June 2013 were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verifcation between the physical stocks and the book records prior to June 2013 were not material. Since majority of the inventory is held in the joint custody of the consortium of banks, which was not available for our verifcation, we have relied on the certifcate of the bank and the Company and hence we are unable to comment on the stock of inventory as at the period ended September 30, 2013.

3. (a) As per the information and explanations given to us and the records produced before us for our verifcation, the Company has not granted unsecured loan to companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As the company has not given any loans to parties mentioned in Para 3(a) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(c) Similarly the question of repayment of principal amount and interest on such loans does not arise.

(d) The company has not taken any loans secured or unsecured from companies, frms or other parties covered in the register maintained under section 301 of the Companies act, 1956.

(e) As the company has not taken any loans from parties mentioned in Para 3(d) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(f) Similarly the question of repayment of principal amount and interest on such loans does not arise.

4. In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fxed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) According to the information and explanations given to us and on the basis of the checks carried out by us, there are no contracts or arrangements referred to in Section 301 of the Act required to be entered in the register maintained under that section. (b) As the company has not entered into any contracts or arrangements with the parties mentioned in Para 5(a) above, the question of determining whether the prices are reasonable having regards to prevailing market price does not arise.

6. The Company has not accepted deposits from the public. As such, the question of complying with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58 AA or any other provisions of the Act and rules framed there under does not arise.

7. The Company had an adequate Internal Audit System commensurate with its size and nature of its business till September, 2012. Subsequent to September 2012, except for Mumbai offce and Surat offce where internal audits have been carried out till March 2013, no internal audits have been carried out. Further from April 2013 to September 2013 there has not been any internal audits carried out.

8. We have reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India, under clause (d) of subsection (1) of Section 209 of the Act, to ascertain whether the prescribed accounts and records have been made and maintained. Prima facie the prescribed accounts and records are being made and maintained. We have, however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance dues, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. The details of undisputed amounts due and outstanding for a period exceeding 6 months are as below : Service Tax March 2013 Rs. 3,44,786

(b) According to the information and explanations given to us and the records of the Company as examined by us, there are no disputed dues of income-tax, sales-tax, VAT, service tax, customs duty, excise duty, wealth tax and cess, which have not been deposited.

10. The Company does not have accumulated losses. However, the Company has incurred cash losses in the fnancial period covered by our audit. The Company has not incurred cash losses in the immediately preceding fnancial year.

11. The Company has defaulted in payment of loans to banks. The details of such default are as under:

Bank Name Total Amount Date of Default Defaulted started

Axis Bank - Term Loan 7,918,400 08/04/2013

Axis Bank 474,155,520 02/04/2013

Bank of India 906,139,200 06/04/2013

Bank of Maharashtra 2,937,920,826 02/04/2013

Canara Bank 6,722,236,193 18/03/2013

Central Bank of India 7,465,886,346 28/03/2013

EXIM Bank 714,743,985 05/04/2013

I D B I Bank 1,147,875,362 06/04/2013

Oriental Bank of Commerce 1,636,021,974 08/04/2013

Punjab Natonal Bank 10,521,187,766 26/03/2013

Standard Chartered Bank 4,061,589,537 25/03/2013

State Bank of Hyderabad 1,277,706,509 08/04/2013

State Bank of Mauritus 463,330,128 18/04/2013

Union Bank of India 2,803,341,974 21/03/2013

Vijaya Bank 1,448,174,130 02/04/2013

TOTAL 42,588,231,950

The Company does not have any outstanding dues from fnancial institutions and/or by way of debentures.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge of any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhi mutual beneft fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. The company has only invested in shares of subsidiaries / group companies for which proper records have been maintained. The said investments are held by the Company in its own name.

15. As informed to us, the Company had given guarantees of USD 5.5 mn for credit facilities availed by its overseas subsidiary, Su-Raj Diamonds and Jewellery DMCC, from bank. During the period under audit, the Company has divested its entire equity holding in the said subsidiary. However the said guarantee has still not been released and the status of the guarantee, is not available with the Company. Thus we are unable to comment on the terms and conditions of the guarantee being prima-facie prejudicial to the interests of the Company.

16. On the basis of the review of the utilization of funds pertaining to term loans on overall basis and related information as made available to us by the Company, prima facie the term loans taken by the Company were applied for the purpose for which they had been raised.

17. In accordance with the instructions issued by the Institute of Chartered Accountants of India in the Guidance Note on the revised Schedule VI to the Companies Act, 1956 with reference to Current Assess, and according to the information and explanations given to us and on overall examination of the Balance Sheet and Cash Flow of the Company, we report that funds amounting to Rs. 47,445,160,512 raised on short-term basis have been utilized for long term investments.

18. The company has not issued any Preferential Allotment of shares to companies covered under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

20. During the period under review, apart from amounts received on calls in arrears, the company has not raised any monies by way of public issues. Hence the question of verifcation of end use of monies raised in public issue as per the provision of clause 4(xx) of the Companies (Auditor''s Report) Order 2003 does not arise.

21. During the course of our examination of the books of accounts carried out in accordance with generally accepted auditing practices, we have not noticed any fraud on or by the company, nor have we been informed by the management of any such cases during the fnancial period.

For R. C. RESHAMWALA & CO.

CHARTERED ACCOUNTANTS

FRN : 108832 W

RAJNIKANT C. RESHAMWALA

PARTNER

MUMBAI: 5th March, 2014 MEMBERSHIP NO. 005502


Mar 31, 2012

We have audited the attached Balance Sheet of WINSOME DIAMONDS AND JEWELLERY LIMITED (Formerly Su-Raj Diamonds And Jewellery Limited) as at 31st March, 2012 and annexed thereto the related Statement of Profit and Loss and Cash Flow Statement of the Company 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 these financial statements based on our audit.

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

2. As required, by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters prescribed in Paragraphs 4 and 5 of the said order concerning the company.

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

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

(ii) In our opinion, proper books of account, as required by law have been kept by the company, so far as appears from our examination of these books;

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

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

(v) On the basis of written representations received from the directors of the Company as on 31st March, 2012, and taken on record by the Board of Directors, we report that no director is disqualified as on 31st March, 2012 from being appointed as director of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

4. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statments, read with the notes thereon and attached thereto give, the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012;

(ii) In the case of the Statement of Profit and Loss , of the profit for the year ended on that date;

and

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

ANNEXURES TO THE AUDITORS' REPORT

(Referred to in para 2 of our auditors report of even date on the accounts for the year ended 31st March, 2012 of WINSOME DIAMONDS AND JEWELLERY LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification which in our opinion is reasonable considering the size and nature of its business, and no material discrepancies have been noticed on such verification.

(c) Substantial part of fixed assets have not been disposed off during the year. As such the determination as to whether it has affected the going concern does not arise.

2. (a) The management, at regular intervals, has done physical verification of the inventory. In our opinion, the frequency of the verification is reasonable

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) As per the information and explanations given to us and the records produced before us for our verification, the Company has not granted unsecured loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) As the company has not given any loans to parties mentioned in Para 3(a) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(c) Similarly the question of repayment of principal amount and interest on such loans does not arise.

(d) The company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956.

(e) As the company has not taken any loans from parties mentioned in Para 3(d) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(f) Similarly the question of repayment of principal amount and interest on such loans does not arise.

4. In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) According to the information and explanations given to us and on the basis of the checks carried out by us, there are no contracts or arrangements referred to in Section 301 of the Act required to be entered in the register maintained under that section. (b) As the company has not entered into any contracts or arrangements with the parties mentioned in Para 5(a) above, the question of determining whether the prices are reasonable having regards to prevailing market price does not arise.

6. The Company has not accepted deposits from the public. As such, the question of complying with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58 AA or any other provisions of the Act and rules framed thereunder does not arise.

7. In our opinion, the company, which is a listed company, has an adequate Internal Audit System commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government of India under clause(d) of Sub-Section (1) of Section 209 of the Companies Act, 1956 and are of the opinion that, prima facie the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. No undisputed amounts are outstanding for more than six months at the end of the accounting year.

(b) According to the information and explanations given to us and the records of the Company as examined by us, there are no disputed dues of income-tax, sales-tax, VAT, service tax, customs duty, excise duty, wealth tax and cess, which have not been deposited.

10. The company has no accumulated losses and the company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted on repayments of dues to banks and financial institutions. There are no debentures issued by the company and as such the question of default in payment to debenture holders does not arise.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge of any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. The company has only invested in shares of subsidiaries / group companies for which proper records have been maintained. The said investments are held by the Company in its own name.

15. As informed to us, the company has given guarantees for credit facilities taken by its overseas subsidiaries from banks. The terms and conditions of the guarantees are not prima-facie prejudicial to the interests of the Company.

16. On the basis of the review of the utilization of funds pertaining to term loans on overall basis and related information as made available to us by the Company, prima facie the term loans taken by the Company were applied for the purpose for which they had been raised.

17. According to the information and explanations given to us and on overall examination of the Balance Sheet and Cash Flow of the company, prima facie no funds raised on short-term basis have been used for long-term investments.

18. The company has not issued any Preferential Allotment of shares to companies covered under section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

20. During the year under review, apart from amounts received on calls in arrears, the company has not raised any monies by way of public issues. Hence the question of verification of end use of monies raised in public issue as per the provision of clause 4(xx) of the Companies (Auditor's Report) Order 2003 does not arise.

21. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the company has been noticed or reported during the course of the audit.

For R. C. RESHAMWALA & CO.

CHARTERED ACCOUNTANTS

FRN : 108832W

RAJNIKANT C. RESHAMWALA

PARTNER

Mumbai, 27th August, 2012 MEMBERSHIP NO. 005502


Mar 31, 2011

We have audited the attached Balance Sheet of SU-RAJ DIAMONDS AND JEWELLERY LIMITED as on 31st March, 2011 and also the annexed Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required, by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters prescribed in Paragraphs 4 and 5 of the said order.

3. Further, to our comments, in the annexure referred to in paragraph 2 above, we report that:

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

(ii) In our opinion, proper books of account, as required by law have been kept by the company, so far as appears from our examination of these books;

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report, comply with the mandatory accounting standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with the Notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date;

and

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

ANNEXURES TO THE AUDITORS REPORT (Referred to in para 2 of our auditors report of even date on the accounts for the year ended 31st March, 2011 of SU-RAJ DIAMONDS AND JEWELLERY LIMITED.

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

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

particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a phased programme of verification which in our opinion is reasonable considering the size and nature of its business, and no material discrepancies have been noticed on such verification.

(c) Substantial part of fixed assets have not been disposed off during the year. As such the determination as to whether it has affected the going concern does not arise.

2. (a) The management, at regular intervals, has done physical

verification of the inventory. In our opinion, the frequency of the verification is reasonable.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) As per the information and explanations given to us and the

records produced before us for our verification, the Company has not granted unsecured loan to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) As the company has not given any loans to parties mentioned in Para 3(a) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(c) Similarly the question of repayment of principal amount and interest on such loans does not arise.

(d) The company has not taken any loans secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies act, 1956.

(e) As the company has not taken any loans from parties mentioned in Para 3(d) above, the question of determining whether the rate of interest and other terms and conditions of loans taken by the company being prima facie prejudicial to the interest of the company does not arise.

(f) Similarly the question of repayment of principal amount and interest on such loans does not arise.

4. In our opinion and according to the explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and sale of goods and services. During the course of the audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) According to the information and explanations given to us and

on the basis of the checks carried out by us, there are no contracts or arrangements referred to in Section 301 of the Act required to be entered in the register maintained under that section.

(b) As the company has not entered into any contracts or arrangements with the parties mentioned in Para 5(a) above, the question of determining whether the prices are reasonable having regards to prevailing market price does not arise. 6 . The Company has not accepted deposits from the public. As such, the question of complying with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other provisions of the Act and rules framed thereunder does not arise.

7. In our opinion, the company, which is a listed company, has an adequate Internal Audit System commensurate with its size and nature of its business.

8. In the present case, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. As such, the question of reviewing the books of account to be maintained by the company pursuant to such an order does not arise.

9. (a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance dues, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable, have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. No undisputed amounts are outstanding for more than six months at the end of the accounting year.

(b) According to the information and explanations given to us and the records of the Company as examined by us, there are no disputed dues of income-tax, sales-tax, VAT, service tax, customs duty, excise duty, wealth tax and cess, which have not been deposited.

10. The company has no accumulated losses and the company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted on repayments of dues to banks and financial institutions. There are no debentures issued by the company and as such the question of default in payment to debenture holders does not arise.

12. As informed to us, the company has not granted any loans and advances on the basis of security by way of pledge of any shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. In our opinion and according to the explanations given to us, the company is not dealing in or trading in shares, securities, debentures and other investments. The company has only invested in shares of subsidiaries / group companies for which proper records have been maintained. The said investments are held by the Company in its own name.

15. As informed to us, the company has given guarantees for credit facilities taken by its overseas subsidiaries from banks. The terms and conditions of the guarantees are not prima-facie prejudicial to the interests of the Company.

16. On the basis of the review of the utilization of funds pertaining to term loans on overall basis and related information as made available to us by the Company, prima facie the term loans taken by the Company were applied for the purpose for which they had been raised.

17. According to the information and explanations given to us and on overall examination of the Balance Sheet and Cash Flow of the company, prima facie no funds raised on short-term basis have been used for long-term investments.

18. The company has not issued any Preferential Allotment of shares to companies covered under Section 301 of the Companies Act, 1956. Therefore, the provision of clause 4(xviii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, the provisions of clause 4(xix) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

20. During the year under review, apart from amounts received on calls in arrears, the company has not raised any monies by way of public issues. Hence the question of verification of end use of monies raised in public issue as per the provision of clause 4(xx) of the Companies (Auditors Report) Order 2003 does not arise.

21. On the basis of our examinations and according to the information and explanations given to us, no fraud/s on or by the company has been noticed or reported during the course of the audit.



For R.C. RESHAMWALA & CO. CHARTERED ACCOUNTANTS FRN : 108832W



RAJNIKANT C. RESHAMWALA PARTNER MEMBERSHIP NO. 5502

MUMBAI : 10th MAY, 2011





 
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