Auditor Report of Alka India Ltd.

Mar 31, 2021

Disclaimer of Opinion

We have audited the accompanying Consolidated financial statements of Alka India Limited ("the Company, the Holding Company or the Parent Company”) and its Subsidiary Vintage FZE India Private Limited which comprise the Consolidated Balance Sheet as at March 31, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated financial statements”).

We do not express an opinion on the accompanying Consolidated Financial Statements of the Holding Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Consolidated Financial Statements.

Basis of Opinion

We are unable to determine the consequential impact of certain specific transactions / matters and disclosures on the Consolidated Financial Statements. Such specific transactions / matters include:

a. During the financial year 2020-21, the Parent company has booked Business Promotion Income of Rs. 11,01,696. The said services were provided by Alka India Limited to K Sera Sera Box Office Pvt Ltd, which is one of the Group Company. The management has explained over email that “Alka India Ltd is engaged in the business of Textiles which produces various cloth materials. Hence to promote the Dome business of KSS Box Office Pvt. Ltd, there is an agreement between both the companies stating that Alka India Ltd. will advertise the dome business of KSS Box Office on its every cloth material, like print of dome on the T-Shirts etc..”.

However, during our review, we were not provided with sufficient documentary evidence being Agreement, proof of printing of Dome on cloth material by Alka India Limited etc. to substantiate that the services were actually provided by Alka India Limited.

Thus, due to lack of sufficient and appropriate audit evidence, we are unable to comment on such income appearing in the accompanying audited consolidated financial statements for the year ended 31^st March 2021.

b. The Parent Company has advanced an amount of Rs. 14,25,000 during the FY 2020-21 in the form of loans to Nityagata Advisor Management Consultancy for which we were not provided with documentary evidence to validate the said transaction.

Further, it was also noted that Mr. Ashok Panchariya (director of Alka) is also a director in Nityagata Advisor Management Consultancy and accordingly loans and advances to an entity where the director of Alka India Limited is interested resulted in the violation of the provisions under Section 185 of the Companies Act, 2013.

c. The Parent company has gross outstanding loans and advances of Rs. 10,29,25,486 (Gross) as on the year ended 31^st March, 2021 from various companies, out of which the Parent company has created the provision for Doubtful Debts amounting to Rs. 8,04,05,486 in the previous financial years. We have circulated the independent balance confirmation for the majority of the outstanding loans and advances, however, we have not received any confirmation independently. Further, the Parent company has provided us the balance confirmation amounting to Rs. 5,42,58,905 (Gross) as obtained by the management of Alka India Limited from these companies to whom the loans have been advanced. Also, the Parent company has not accrued any interest on the said loans & advances. Accordingly, due to lack of sufficient and appropriate audit evidence, we are unable to comment on the recoverability and existence of such loans and advances.

d. The Parent company had not conducted the Fair Value Assessment for the Investments held by Alka India Limited of Rs. 2,43,94,962 (Net) in the shares of unlisted company as required under Ind AS 109. Hence we are unable to comment on the realizable value of such investment.

e. As per Standards on Auditing (SA) - 505 External Confirmation, Independent Balance confirmation for outstanding Bank Balances as on 31.03.2021 were sought during the course of audit but the response to the said confirmations were not received by us till the date of this report. Hence, the outstanding balances appearing as on 31^st March, 2021 are based on the account statement available and provided by those charge with governance.

f. The Parent company has not made available the minutes of the Board Meetings held during the FY 2020-21 for our inspection till the date of this report and hence we are unable to review the same.

g. The Parent company has not provided us with the Internal Audit Report of the

Financial Year 2020-21, as required under Section 138 of the Companies Act,

2013 till the date of this report and hence we are unable to review the same.

Emphasis of Matters

We draw your attention to:

a) Note no. 1.3 of the Significant Accounting Policy and Other Notes to Accounts of audited consolidated financial statement, demand of Rs 179.51 Lacs including the interest and penalty under GVAT. The authorities have approved a refund amount of I NR 15 lakhs vide Refund Order dated 21st August 2020 and the same was received by the Parent company in its bank account.

b) Note no. 1.3 of the Significant Accounting Policy and Other Notes to Accounts of audited consolidated financial statement, the Parent Company name is in the list of shell companies (Vide SEBI on its letter bearing no. SEBI /HO/ISD/OW/P/2017/18183 dated August 7, 2017). Exchange had initiated a process of verifying the credentials / fundamentals of the company. It had appointed an auditor to conduct audit of the company to verify its credenti als/fundamentals.

On verification, if Exchange do not find appropriate credentials / fundamentals about existence of the company, Exchange may initiate the proceeding for compulsory delisting against the company, and the said company shall not be permitted to deal in any security on exchange platform and its holding in any depository account shall be frozen till such delisting process is completed.

Accordingly, the forensic audit was conducted, however, till date the Parent company has not received any further communication from BSE.

c) Note no. 1.3of the Significant Accounting Policy and Other Notes to Accounts of audited consolidated financial statement, the Parent Company had received a demand of Rs. 25 Lacs from SEBI vide its order no. EAD/BJD/NJMR/2/2017-18 with regards to redressal of investor grievances through SEBI Complaints Redress System (SCORES). The Parent company has filed an appeal against the demand with Securities Appellate Tribunal Mumbai and via order dated 7th August 2019, the appeal was dismissed. Later the Parent company contested the same in Supreme Court and vide order dated 24th July 2020, the appeal is dismissed. Thus, in the said quarter, the Parent company has recognized the liability of Rs. 25 lakhs payable towards the penalty imposed by SEBI on account of non- redressal of investor grievances.

Material uncertainty related to Going Concern

Due to the matters described under Basis on Disclaimer of Opinion and Emphasis of Matter and possible impact thereof, we are unable to obtain sufficient appropriate audit evidence as to whether the Company will be able to service its debts, realize its assets and discharge its liabilities as and when they become due over the period of next 12 months. Accordingly, we are unable to comment on whether the Company will be able to continue as Going Concern.

Management''s Responsibility for the Consolidated Financial Statements

The Holding Company''s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the state of affairs, profit / loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor''s Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and

maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3X0 of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the Consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditiorfs may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Consolidated financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have

complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matter

We did not audit the financials statement of one subsidiary reflect total asset of Rs. 1388.16 lakhs as at March 31, 2021, total revenue is nil for the year ended on that date, as considered in the consolidated financial statement. This financial statement has been audited by another auditor whose reports have been furnished to us by the management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosure included in respect of this subsidiary is based solely on the report of other auditor.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditor referred to in the other matters section above we report that:

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

b) In our opinion, except for the matter mentioned in the emphasis of matter para above, 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 & loss (including other comprehensive income), the statement of changes in Equity and statement of cash flows dealt with by this report are in agreement with the books of account;

d) Except for the matter mentioned in the emphasis of matter para above,in our opinion, the aforesaid consolidated financial statements comply with Ind AS Specified under section 133 of the Act;

e) In our opinion, the matter described under the Emphasis of Matter Para above may have an adverse effect on the functioning of the Company;

f) On the basis of the written representation received from the directors as on 31^st March 2021 and taken on record by the board of directors, none of the directors is disqualified as on 31^stMarch 2021, from being appointed as a director in terms ofsectionl64(2) of the act;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such

controls, refer to our separate Report in "Annexure A''''. Our report expresses disclaimer of opinion on the Company''s internal financial controls over financial reporting for the reasons stated therein.

h) With respect to the other matters included in the Auditor’s Report in accordance withRulell of the Companies (Audit and Auditors) Rule 2014 in our opinion best of our Information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its Financial statements Refer to Note No. 1.3;

ii. The Company does not have any long-term contracts including derivatives contracts for which any provision is required;

iii. The Company is not required to transfer amounts to the Investor Education and Protection Fund.

FOR, PIPARA & CO LLP

CHARTERED ACCOUNTANTS FRN No. 107929W/W100219

BHAWIK MADRECHA

Date: 30^th June, 2021 PARTNER

Place: Mumbai M.No. 163412

UDIN: 21163412AAAALB3707

---

Sep 30, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Alka India Limited which comprise the Balance Sheet as at September 30, 2014 and Statement of Profit and Loss and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act,1956.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 misstatements ,whether due to fraud and error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with the ethical requirements plan and perform the audit to obtained reasonable assurance about whether the financial statements are free from material misstatements.

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 judgement, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose expressing an opinion on the effectiveness of entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies and the reasonableness of accounting estimates made by management, as well as evaluating the overall financial statement.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2014;

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

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in term of sub section (4A) of the section 227 of the Act, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order:

2. Required by section 227(3) of the act, 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 and 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 statements comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representation received from the Directors as on September 30, 2014 and taken on record by the Board of Directors, none of the Directors is disqualified as on September 30, 2014 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 4 of our report to the members of Alka India Limited of even date)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the management. Consequently, there is no tangible inventory carried by the Company. Accordingly, the provisions of Paragraph 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, Paragraph 4(iii) of the said Order is not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the Company''s internal control procedures for the purchase of inventory and for the sale of goods and services needs to be further strengthened so as to be commensurate with the size of the Company and nature of its business. In respect of purchase of fixed assets, the Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be been entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable. Accordingly, the provisions of Paragraph 4(vi) of the said Order are not applicable to the Company.

(vii) The Company has an internal audit system, commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the activities of the Company. Accordingly the provisions of Paragraph 4(viii) of the said Order are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, except for delays in depositing tax deducted at source, the Company is generally regular in depositing undisputed statutory dues including provident fund, investors education and protection fund, employees state insurance, income-tax, service tax, excise duty, custom duty, cess and any other statutory dues as applicable, with the appropriate authorities during the year. At the end of the financial year, and the company had filed appeal against the said order. There are no outstanding Statutory dues except above as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income-tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) After considering the effect of quantified qualification, in our opinion and according to the information and explanations given to us, the accumulated losses of the Company at the end of the financial year does not exceed fifty percent of its net worth. The Company has not incurred cash losses during the current financial year and also in the immediately preceding financial year.

(xi) In our opinion, and on the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institutions :

(xii) In our opinion, and on the basis of our examination and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of Paragraph 4(xii) of the said Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Paragraph 4(xiii) of the said Order are not applicable to the Company.

(xiv) The Company is dealing in or trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions and contracts and timely entries have been made therein; also shares, securities, debentures and other investments have been held by the company, in its own name to the extent of the exemption, if any, granted under section 49 of the Act;

(xv) According to the information and explanations given to us, the Company has not given guarantee to any Company..

(xvi) According to the information and explanations given to us that the company had not raised any term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term purposes.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Paragraph 4(xviii) of the said Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year. Accordingly, the provisions of Paragraph 4(xix) of the said Order are not applicable to the Company.

(xx) During the year the Company has partly restructured the Bank loan by issuing Fully Convertible Warrants as stated in Notes.

(xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.

For Agrawal Jain & Gupta Chartered Accountants FRN: 013538C

Sd/- CA Narayan Swami Partner M. No - 409759

Place : Mumbai, Date : 20th January,.2015

---

Sep 30, 2013

Report on the Financial Statements.

1. We have audited the accompanying financial statements of Alka India Limited which com- prise the Balance Sheet as at September 30, 2013 and statement of Profit and Loss and cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design implementation and main- tenance of internal control relevant to the preparation and presentation of the financial state- ments that give a true and fair view and are free from material misstatements, whether due to fraud and error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Standards on auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with the ethical requirements plan and perform the audit to obtained reasonable assurance about whether the financial statements are free from material misstatements.

4. 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 judg- ment, including the assessment of the risk of material misstatements of the financial state- ments, 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 and the reasonable- ness of accounting estimates made by management, as well as evaluating the overall financial statement.

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

Opinion

6. 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 re- quired 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 September 30, 2013;

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

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

Report on other Legal and Regulatory Requirements

7. Required by section 227(3) of the act, we report that :

(i) We have obtained all the information and explanations which, to the best of our knowl- edge 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 Com- pany so far as appears from our examination of these books.

(iii) The Balance Sheet and 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 statements comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representation received from the Directors as on September 30, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on September 30,2013 from being appointed as a Director in terms of Section 274 (1)(g) of the Companies Act 1956.

ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 4 of our report to the members of Alka India Limited of even date)

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

(b) The fixed assets have been physically verified by the management at reasonable inter- vals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) Physical verification of inventory has been conducted at reasonable intervals by the man- agement. Consequently, there is no tangible inventory carried by the Company. Accord- ingly, the provisions of Paragraph 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register main- tained under section 301 of the Companies Act 1956. Accordingly, Paragraph 4(iii) of the said Order is not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the Company''s internal control procedures for the purchase of inventory and for the sale of goods and ser- vices needs to be further strengthened so as to be commensurate with the size of the Com- pany and nature of its business. In respect of purchase of fixed assets, the Company has adequate internal control procedures commensurate with the size of the Company and na- ture of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be been entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable. Accordingly, the provisions of Paragraph 4(vi) of the said Order are not applicable to the Company.

(vii) The Company has an internal audit system, commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the activities of the Company. Accordingly the provisions of Paragraph 4(viii) of the said Order are not applicable to the Company.

Registered Office :

E-211, Crystal Plaza, By Order Of the Board of Directors

Opp. Fame Adlabs For ALKA INDIA LIMITED

New Link Road, Andheri (W)

Mumbai – 400053. Sd/-

Ramakant Gokulchand

Place :Mumbai Chairman & Managing Director

Date :14th February, 2014

---

Sep 30, 2012

1. We have audited the attached balance sheet of Alka India Limited (''the Company’) as at September 30, 2012, the profit and loss account and also the cash flow statement of the Company for the year ended on that date (all together referred to as the ''financial statements’). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor’s Report) Order, 2003 (''the said Order’) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (''The Act’), 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 3 above, we report that:

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

b. in our opinion, proper books of 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d. in our opinion, the balance sheet, the profit and loss account and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. on the basis of the written representations received from the directors, and taken on record by the board of directors, we report that none of the directors are disqualified as on March 31, 2012 from being appointed as a director under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. in our opinion and to the best of our information and according to the explanation given to us, the said financial statements, 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;

i. in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

ii. in the case of the profit and loss account, of the loss of the Company for the year ended on that date; and

iii. in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS’ REPORT

(Referred to in paragraph 4 of our report to the members of Alka India Limited of even date)

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

(b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifications.

(c) The Company has not disposed off a substantial part of fixed assets during the year, and accordingly, going concern is not affected.

(ii) The Company has a policy of treating motion pictures under production as inventory till the date of release/agreement whichever is earlier. Consequently, there is no tangible inventory carried by the Company. Accordingly, the provisions of Paragraph 4(ii) of the said Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly, Paragraph 4(iii) of the said Order is not applicable to the Company.

(iv) In our opinion, and according to the information and explanations given to us, the Company’s internal control procedures for the purchase of inventory and for the sale of goods and services needs to be further strengthened so as to be commensurate with the size of the Company and nature of its business. In respect of purchase of fixed assets, the Company has adequate internal control procedures commensurate with the size of the Company and nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to the information and explanations given to us, there are no transactions that need to be been entered in the register maintained under section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable. Accordingly, the provisions of Paragraph 4(vi) of the said Order are not applicable to the Company.

(vii) The Company has an internal audit system, commensurate with the size of the Company and the nature of its business.

(viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the activities of the Company. Accordingly the provisions of Paragraph 4(viii) of the said Order are not applicable to the Company.

(ix) (a) According to the information and explanations given to us, except for delays in depositing tax deducted at source, the Company is generally regular in depositing undisputed statutory dues including provident fund, investors education and protection fund, employees’ state insurance, income-tax, service tax, excise duty, custom duty, cess and any other statutory dues as applicable, with the appropriate authorities during the year. At the end of the financial year, and the company had filed appeal against the said order. There are no outstanding Statutory dues except above as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income-tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute.

(x) After considering the effect of quantified qualification, in our opinion and according to the information and explanations given to us, the accumulated losses of the Company at the end of the financial year does not exceed fifty percent of its net worth. The Company has not incurred cash losses during the current financial year and also in the immediately preceding financial year.

(xi) In our opinion, and on the basis of our examination and according to the information and explanations given to us, the Company has not defaulted in repayment of its dues to financial institutions :

(xii) In our opinion, and on the basis of our examination and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of Paragraph 4(xii) of the said Order are not applicable to the Company.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly, the provisions of Paragraph 4(xiii) of the said Order are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Paragraph 4(xiv) of the said Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee to any Company..

(xvi) According to the information and explanations given to us that the company had not raised any term loan.

(xvii) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term purposes.

(xviii) The Company has not made preferential allotment of shares to the parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of Paragraph 4(xviii) of the said Order are not applicable to the Company.

(xix) The Company has not issued any debentures during the year. Accordingly, the provisions of Paragraph 4(xix) of the said Order are not applicable to the Company.

(xx) During the year the Company has partly restructured the Bank loan by issuing Fully Convertible Warrants as stated in Notes.

(xxi) To the best of our knowledge and belief, and according to the information and explanations given to us, there have been no cases of fraud on or by the Company noticed or reported during the year.

For Agrawal Jain & Gupta

Chartered Accountants

FRN: 013538C

Sd/-

CA Narayan Swami

Partner

M. No - 409759

Mumbai, 06th Febuary.2013

---

Sep 30, 2011

1. We have audited the attached Balance Sheet of ALKA INDIA LTD. as at 30th September 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) Order, 2004, issued by the Central Government of India 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 to the extend applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 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 appears from our examination of the books.

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

d) In our opinion, the Balance Sheet. Profit & loss Account and Cash Flow comply with the accounting standards specified by the Institute of Chartered Accountants of India, referred to in sub section (3C) of section 211 of the companies Act 1956 to the extent applicable.

e) On the basis of the written representation received from the Directors of the company and taken on record by the Board of Directors, we report that, none of the Directors of the Company is disqualified as on 30th September 2011 from being appointed as a Director under clause (g) of Sub-section (1) of Section 274 of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to :-

g) No provision for leave encashment benefit payable to employees has been made in the accounts, the amount of which is not ascertainable. (Refer Note No. 1(f) (I) of "Schedule-X "on Notes on accounts).

And read together with the Schedules annexed thereto and the notes and Significant Accounting Policies thereon give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view: -

1) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September, 2011; And

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

ANNEXURE TO THE REPORT OF THE AUDITORS'

[Annexure referred to in paragraph 3 of the Auditors Report of even date on the accounts of ALKA INDIA LIMITED for the year ended on 30th September 2011]

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

(b) We are informed that, all the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has not disposed off any fixed assets during the year.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

3. The Company has not taken any Loans form other Companies covered in the register maintained u/ s.301 of the Companies Act,1956, hence Clause (b),(c) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5 According to the information and explanations provided by the management, the particulars of all contracts or arrangements that need to be entered into the register the maintained u/s 301 of the Companies Act, 1956. During the year company purchase vehicle of Rs. 80.00 lacks to Ashok R. panchariya.

6 According to information's and explanations given to us, the company has not accepted any deposit from public covered by the provision of section 58A and 58AA of the companies act 1956 and the rule framed there under.

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

8 We are informed that maintenance of cost records as prescribed by the Central Govt. U/s. 209(1) (d) of the Companies act, 1956, is not applicable to the company.

9. (a) According to the records of the company and information & explanation by the management, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, Service Tax cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us by management, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty, excise duty, *"*" service tax and cess were outstanding, as at 30.09.2011 for a period of more than six months from the date they became payable.

(c) According to the records of the company and information & explanation by the management, there are no dues of sales tax. Income tax, custom tax/wealth tax, excise duty, service tax and cess, which has not been deposited on account of any dispute.

10. The accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit but the company has incurred cash losses in the immediate preceding financial year.

11. Based on our Audit procedure and on the information and explanation 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 holder.

12. The company has not granted any loans or advances on basis of the security by way of pledge of shares, securities, debentures and other securities.

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

14. In our opinion, the company is not dealing in shares securities debentures and other investments. Therefore the provision of the clause 4(xiii) of the companies (Auditor's Report) order, 2003are not applicable to the company.

15. The company has not given any guarantee for loan taken by others from banks or financial institutions.

16. The company has not taken any term loan; hence the clause is not applicable.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-terms basis have been | used for long-term investment. No long term funds have been used to finance short-term assets except core (permanent) working capital.

18. Based on our examination of records and the information provided to us by the management, we have1 report that the company has not made preferential allotment of shares to parties and companies J covered under section 301 of the Act.

19. During the year covered by our audit report, the company has not issued any debentures.

20. During the year under review, the company has not raised funds from public issue.

21. Based upon the audit procedures performed and information and explanations given by the (of management, we report that no fraud on or by the company has been noticed or reported during the ,~ course of our audit.

For Agrawal Jain And Gupta

Chartered Accountants

FRN : 013538C

sd/-

Place: Mumbai (CA. Narayan Swami)

Date : 13th February, 2012 Partner M. No.- 409759

---

Sep 30, 2010

1. We have audited the attached Balance Sheet of ALKA INDIA LTD. as at 30th September 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, 2004, issued by the Central Government of India 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 to the extend applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 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 appears from our examination of the books.

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

d) In our opinion, the Balance Sheet. Profit & loss Account and Cash Flow comply with the accounting standards specified by the Institute of Chartered Accountants of India, referred to in sub section (3C) of section 211 of the companies Act 1956 to the extent applicable.

e) On the basis of the written representation received from the Directors of the company and taken on record by the Board of Directors, we report that, none of the Directors of the Company is disqualified as on 30th September 2010 from being appointed as a Director under clause (g) of Sub-section (1) of Section 274 of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to :- g) No provision for leave encashment benefit payable to employees has been made in the accounts, the amount of which is not ascertainable. (Refer Note No. 1(f) (I) of "Schedule-X "on Notes on accounts).

And read together with the Schedules annexed thereto and the notes and Significant Accounting Policies thereon give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view: -

1) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September, 2010; And

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

3) In the case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS

[Annexure referred to in paragraph 3 of the Auditors Report of even date on the accounts of ALKA INDIA LIMITED for the year ended on 30th September 2010]

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

(b) We are informed that, all the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The company has disposed off the plant and machinery during the year.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

3. The Company has not taken any Loans form other Companies covered in the register maintained u/s.301 of the Companies Act,1956, hence Clause (b),(c) are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanations provided by the management, the particulars of all contracts or arrangements that need to be entered into the register the maintained u/s 301 of the Companies Act, 1956.

6. According to informations and explanations given to us, the company has not accepted any deposit from public covered by the provision of section 58A and 58AA of the companies act 1956 and the rule framed there under.

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

8. We are informed that maintenance of cost records as prescribed by the Central Govt. U/s. 209(1)

(d) of the Companies act, 1956, is not applicable to the company.

9. (a) According to the records of the company and information & explanation by the management, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income- tax, sales-tax, wealth-tax, custom duty, excise-duty, Service Tax cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us by management, no undisputed amounts payable in respect of income-tax, wealth-tax, sales tax, customs duty, excise duty, service tax and cess were outstanding, as at 30.09.2010 for a period of more than six months from the date they became payable.

(c) According to the records of the company and information & explanation by the management, there are no dues of sales tax. Income tax, custom tax/wealth tax, excise duty, service tax and cess, which has not been deposited on account of any dispute.

10. The accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit but the company has incurred cash losses in the immediate preceding financial year.

11. Based on our Audit procedure and on the information and explanation 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 holder.

12. The company has not granted any loans or advances on basis of the security by way of pledge of shares, securities, debentures and other securities.

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

14. In our opinion, the company is not dealing in shares securities debentures and other investments. Therefore the provision of the clause 4(xiii) of the companies (Auditors Report) order, 2003are not applicable to the company.

15. The company has not given any guarantee for loan taken by others from banks or financial institutions.

16. The company has not taken any term loan; hence the clause is not applicable.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-terms basis have been used for long-term investment. No long -term funds have been used to finance short-term assets except core (permanent) working capital.

18. Based on our examination of records and the information provided to us by the management, we report that the company has not made preferential allotment of shares to parties and companies covered under section 301 of the Act.

19. During the year covered by our audit report, the company has not issued any debentures.

20. During the year under review, the company has not raised funds from public issue.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Agrawal Jain And Gupta

Chartered Accountants

FRN : 013538C

sd/-

Place: Mumbai ( CA. Narayan Swami ) Date : 4th March, 2011 Partner M. No.- 409759

---

Sep 30, 2009

1 . We have audited the attached Balance Sheet of ALKA INDIA L.TD. as at 30th September 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the rcsponsibi1ity of the Companys Management. Our responsibility is to express an opinion on these financia1 statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) Order, 2004, issued by the Central Government of India 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 to the extend applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 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 appears from our examination of the books.

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

d> In our opinion, the Balance Sheet. Profit & loss Account and Cash Flow comply with the accounting standards specified by the Institute of Chartered Accountants of India, referred to in sub section (3C) of section 211 of the companies Act 1956 to the extent applicable.

e) On the basis of the written representation received from the Directors of the company and taken on record by the Board of Directors, we report that, none of the Directors of the Company is disqualified as on 30th September 2009 from being appointed as a Director under clause (g) of Sub-section (1) of Section 27-4 of the companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us the said accounts subject to :-

(g) Mo provision for leave encashment benefit payable to employees has been made in the accounts, the amount of which is not ascertainable. (Refer Note No. 1(f) (I) of "Schcdulc-X "on Notes on accounts).

And read together with the Schedules annexed thereto and the notes and Significant Accounting Policies thereon give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view: -

1 ) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September, 2009; And

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

3) In the case of Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS

Annexure referred to in paragruph 3 of the Auditors Report of even date on the accounts of ALKA INDIA LIMITED for the year ended on 30th September 2009

1 . ( a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) We are informed that, all the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification. (C) The company has not disposed off any part of the plant and machinery during the year.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of 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.

(e) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the book records.

3 .The Company has not taken any Loans form other Companies covered in the register maintained u/s.30)l of the Companies Act, 1956, hence Clause (b).(e) are not applicable.

4. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5 According to the information and explanations provided by the management, the particulars of all contracts or arrangements that need to be entered into the register the maintained u/s 30 1 of the Companies Act. 1956.

6 According to informations and explanations given to us. the company has not accepted any deposit from public covered by the provision of section 58A and 58AA of the companies act 1956 and the rule framed there under.

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

8.We are informed that maintenance of cost records as prescribed by the Central Govt. U/s. 209( 1 ) (d) of the Companies act. 1956, is not applicable to the company.

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, sales-tax. wealth-tax. custom duty, excise-duty. Service Tax cess and other statutory dues applicable to it.

(b) According to the information and explanations given to lis, no LindispLited amounts payable in respect of income-tax, wealth-tax. sales tax. customs duty, excise duty, service tax and cess were outstanding, as at 30.09.2009 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues i^V sales tax. Income tax, custom tax/wealth tax. excise duty, service ta x and cess, which has not been deposited on account of any dispute.

10. The accumulated losses of the company are not more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit but the company has not incurred cash losses in the immediate preceding financial year.

11. Based on our Audit procedure and on the information and explanation 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 holder.

12. The company lias not granted any loans or advances on basis of the security by way of pledge of shares, securities, debentures and other securities.

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

14. In our opinion, the company is not dealing in shares securities debentures and other investments. Therefore the provision of the clause 4( x iii) of the companies (Auditors Report) order. 2003are not applicable to the company.

15. The company has not given any guarantee for loan taken by others From banks or financial institutions;.

16. The company has not taken any term loan; hence the clause is not applicable.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-terms basis have been used for long-term investment. No long term funds have been used to finance short-term assets except core (permanent) working capital.

18. Based on our examination of records and the information provided to us by the management, we report that the company has not made preferential allotment of shares to parties and companies covered under section 30 1 of the A.ct.

19. During the year covered by our audit report, the company has not issued any debentures.

20. During the year under review, the company has not raised Funds From public issue.

21 . Based upon the audit procedures per Formed and information and explanations given by the management, we report that no Fraud on or by the company has been noticed or reported during the course of our audit.

For, Agarwal Jain And Cupta Chartered Accountants,

Place: Mumbai (Narayan Swami)

Date: 04.03.2010 Partner.

M.No.-409759