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Auditor Report of Evexia Lifecare Ltd.

Mar 31, 2021

Report on the Audit of the Standalone Financial Statements Disclaimer of Opinion

We were engaged to audit the standalone financial statements of Evexia Lifecare Limited ("the Company"), which comprises of the Balance Sheet as at March 31,2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matter 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 standalone financial statements.

Basis for Disclaimer of Opinion

1. We draw attention to the Note No 45 to the Financial Results, which indicates that Loans receivables of INR 569.59 lakhs, which have

significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of ''Ind AS 109: Financial instruments'', as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management''s assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial results.

Emphasis of Matter

a. We draw attention to the Note No 45 to the Financial results in respect of the Interest free loans granted by the Company to associates concern and others of INR 6015.41 Lakhs, the terms and conditions including repayment thereof have not be stipulated by the Company.

b. We draw attention to the Note No 46 to the Financial Results in respect of the non-cash transactions in which the company has converted some of their loans into investment of the unlisted companies.

Our Opinion is not modified in respect of these matters

Information other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management for Standalone 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 standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance 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 accounting Standards 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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.

Those Board of Directors are also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the Company''s standalone financial statements in accordance with Standards on Auditing and to issue an auditor''s report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

We are independent of the Company in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the entity.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

a) Except as described in the Basis for Disclaimer of Opinion section above, we have sought and obtain 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, subject to the matters described in the Basis for Disclaimer of Opinion section above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) Subject to the matters described in the Basis for Disclaimer of Opinion section above, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive income, the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether; the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of written representations received from the directors as on 31st March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2021 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For M Sahu & Co

Chartered Accountants Firm Registration No: 130001W

Partner

(Manojkumar Sahu)

Membership No: 132623 Date: 30/06/2021

UDIN: 21132623AAABHY7521 Place: Vadodara


Mar 31, 2018

Report on Standalone Financial Statements

We have audited the accompanying Standalone financial Statement of Kavit Industries Limited(/the company'') (Formerly known as Atreya Petrochem Limited) which comprises the Balance Sheet as at 31st March 2018, the statement of Profit & Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018 subject to below qualification;

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, the cash flows for the year ended on that date.

Emphasis of matter paragraph

Following points require attention of stake holder.

a) Company has not filled Return no SH07 to increase authorized share capital. Failure of which will result in failure to increase it''s authorized share capital to paid-up capital.

b) Company has violated the provision of Section 185/186 of Companies Act 2013 w.r.t loans and advances awarded to it''s subsidiary company other than it''s wholly owned subsidiary company. Below is the list of loans and advances granted to its subsidiary

Sr no

Name of the subsidiary company

Amount outstanding as on balance sheet date

1

Kavit Edible Oil Limited

156.49 Lakhs

2

Kavit Infoline Pvt Limited

9.73 Lakhs

3

Kavit Infra Project Pvt Ltd

160.58 Lakhs

4

Kavit Swachh Organic Food Pvt Ltd

162.20 Lakhs

5

Pacific Finstock Ltd

126.84 Lakhs

6

Pacific Health Information

112.14 Lakhs

7

Sauver Finvest Mutual Benefits Ltd

95.69 Lakhs

8

Shreenathji Finstock Pvt Ltd

94.54 Lakhs

The terms of repayment, Rate of interest and other discloser as per Schedule III of the companies Act 2013 have not been made which will resulted into misstatement of financial position and performance of the company, the effect of which is not able to quantifiable in amount.

Private Limited at a profit of Rs.49,00,000.00during the year.

As Kavit Green Energy Private Limited was the subsidiary as on 31st March 2017 but ceases to be subsidiary as on 31st March 2018, Figures of financial position of current year and previous year has been reschedule accordingly in books of accounts.

d) It is to be noted that as per Ind AS 16 Property, Plant and Equipment and Ind AS 113 Fair Value Measurement is used to arrive at the fair value of the fixed assets of the company. During the year, company has taken external valuation report from independent valuer and made revaluation of company''s land, building, plant & machinery to enable company to consistence with IAS. Figures mentioned in balance sheet are revalued figures at its realizable prize. Following is the revalued figures assets wise.

Sr.no

Description of the assets

Balance as on 31.03.2017

Revalued amount as per Valuation report

1

Factory land

12,94,309.00

7,39,49,691.00

2

Plant & Machinery

1,91,54,125.00

61,27,980.00

Company has made upward revaluation of Land by Rs.7,04,62,931.00 during the year as shown above on the basis of valuation report of independent valuer. The effect of the same will be transferred to revaluation reserve hence figures of reserve is being amplify by Rs.7,26,55,382.

e) Kavit Edible Oil Ltd is subsidiary company of Kavit Industries Ltd with 80% shareholding. Auditee Company has made sale-purchase transactions of edible and other Oil products with Kavit Edible Oil Ltd during the year. We have observed that company made sales and purchase transaction at the rate mutually agreed between the companies. Looking at the nature of product and nature of transactions, we are unable to comment on rate at which transaction has carried out during the year. Furthermore company is in process to file MGT 14

Report on other legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure I" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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;

d) In our opinion, the aforesaid financial statements comply with the Ind Accounting Standards specified under section 133 of the Act, read with Rule 7 of the companies (Accounts), 2014;

e) On the basis of written representations received from the directors as on March 31, 2018, and o on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure II" to this report; and

g) With respect to the 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 explanation given to us:

i. The Company has disclosed the impact of pending litigation on its financial position in its financial Statements ;

ii. The Company did not have any long term contract including derivative contract for which there are any material foreseeable losses.

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

iv. The Company has provided requisite disclosure in Note 2(t) to these Standalone Financial statements as to the holdings of Specified Bank Notes on 08th November, 2016 and 30th December, 2016. Based on our audit procedures and relying on the management representation regarding the holding and nature of cash transaction, including Specified Bank Notes, we report that these disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the Management.

(i) In Respect of its Fixed Assets:

(a) As informed to us, the Company is in process to compile with records to showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company Fixed Assets are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, requires additional efforts looking at the size of the Company and the nature of its business. As informed to us, no material discrepancies have been noticed on verification;

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to information and explanations given by the management, the title deeds of immovable properties are held in the name of the company.

(ii) In Respect of its Inventory:

(a) As informed to us, the Inventory of Finished and semi-finished goods and raw materials at works were physical verified by the management at reasonable intervals during the year. In our opinion, having regard to the nature and location of stock, the frequency of verification requires additional efforts specifically to safeguard the interest of the stake holder.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management requires additional efforts and strongly advise company to prepare suitable internal control policies and procedure w.r.t procurement, storage and dispatch of inventory.

(c) In our opinion and according to the information and explanations given to us, the Company has fails to maintain proper records of movement of inventory as to company has not maintain record of material discrepancy during physical verification. Furthermore company fails to book evaporation loss in books of accounts hence there is difference between stocks on hand as per stock record and physical inventory.

(iii) In Respect of Loans & Advances given & taken to Related Party:

In Respect of loans, secured or unsecured, granted by the Company to companies, firms, Limited

Liability Partnerships or other parties covered in the register maintained under section 189 of the Act:

a) In our opinion and according to information given to us, the terms and conditions of loans given by the company are prima facie, prejudicial to the interest of the company.

b) All the loans Secured or Unsecured are without any repayment schedule but are payable on demand.

c) There are no overdue amounts as at the year-end in respect of Principal and Interest.

d) The company has failed to fulfilled provision of section 185/186 of Companies Act 2013 w.r.t Loans to related parties and to its subsidiaries.

e) The terms of repayment, Rate of interest and other discloser as per Schedule III of the companies Act 2013 have not been stipulated.

(iv) In Respect of Loans & Advances given and taken:

In our opinion and according to the information and explanations given to us, the company has contravened the Provision of section 185 and section 186 of the Companies Act in respect of investment made with by the company.

(v) In Respect of Deposits:

According to the Information and Explanation given to us, the Company has not accepted any deposit from public.

(vi) In Respect of Cost Records:

To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148 (1) of the Act, for the services of the Company.

(vii) In respect of statutory dues:

(a) According to the information, explanation and records verified by us the Company has generally been regular in depositing Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess, other material statutory dues applicable to it with the appropriate authorities. We are informed that the company intends to obtains exemption from Provident Fund, Employees state insurance Act.

(b)There were no undisputed amounts payable in respect of Income Tax, GST, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other material statutory dues in arrears as at 31st March,2018 for a period of more than six months for the date they become payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31 March,2018 on account of disputes are given below:

Name of the Statue

Nature of Dues

Forum where Dispute is pending

Period to which amount relates

Original Amount Involved (Amount in Rs.)

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-1995-96

4,000.00

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-1999-00

16,74,000.00

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-2000-01

1,41,41,000.00

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-2003-04

13,000.00

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-2004-05

13,000.00

Income Tax

Income Tax

Appealed Filed & Hearing Pending

A.Y.-2014-15

22,08,86,856.00

Excise Duty

Excise Duty

Jurisdiction AO

F.Y.-2016-17

19,000.00

(viii) In Respect of Repayment of Borrowings:

The Company has neither issued debentures nor availed any loan from Banks, financial institutions or government. Therefore, the provision of clause 3(viii) of the order are not applicable the company.

(ix) In Respect of Public Issue:

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanation given by the management, the company has not raised any money by way of initial public offer or further public offer or debt instruments and terms loans hence, reporting under clause 3 (xi) of the Order are not applicable to the company and hence not commented upon.

(x) In Respect to Frauds:

(xi) In Respect to Managerial Remuneration:

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanation given by the management, We report that the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with schedule V to the Act.

(xii) In Respect to Nidhi Company:

In our opinion, the Company is not a Nidhi company. Therefore, the provision of clause 3 (xiii) of the order are not applicable to the company and hence not commented upon.

(xiii) In Respect to Transaction with Related Party:

Based upon the audit procedures performed for the purpose of reporting the ture and Fair view of the financial statements and according to the information and explanations given by the management, transaction with the related parties are in compliance with section 177 and 188 of the companies Act,2013 where applicable and the details have been disclosed in the notes to the financial statements, are required by the applicable ind accounting standards.

(xiv) In Respect to Preferential Issue:

According to the information and explanations given to us and on overall examination of the balance sheet, the company has not made by any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon.

(xv) In Respect to Non Cash Transaction with Directors &Relatives:

Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanation given by the management, the Company has not entered into any non-cash transaction with directors or persons connected with him.

(xvi) In Respect to Investment Company:

According to information and explanation given us, the provision of section of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the company.

Annexure II to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Kavit Industries Limited ("the Company") as of 31st March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordai ally accepted accounting principles, and that receipts and expenditures of the company are Demg maue only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis of qualified opinion

It is observed that the company has not appointed an internal auditor perusing to section 138 of companies Act, 2013. In our opinion, the Company has weak internal control w.r.t area of procurement, storage and dispatch of goods held for trade, cash sales and area of fixed assets recording and verification. Except for area mentioned, an adequate internal financial controls system exists over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Sheetal Samriya & Associate

Chartered Accountants,

Firm Registration No.:011478C

SD/-

Abhitesh Dubey

Partner

Membership No.: 147923

Vadodara, 29th May, 2018.


Mar 31, 2016

Financial Statements and Notes Independent Auditor’s Report

To the Members of Kavit Industries Limited

(Formerly known as Atreya Petrochem Limited)

Report on the Standalone Financial Statements

We have audited the accompanying financial Statement of Kavit Industries Limited(‘the company’) (Formerly known as Atreya Petrochem Ltd.) which comprises the Balance Sheet as at 31st March 2016, the statement of Profit & Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone 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 and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

We conducted our audit in accordance with the Standards on Auditing 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 the 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. An audit also includes evaluating the appropriateness of the 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 standalone financial statements.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016 subject to below qualification;

1. During the Financial year 2014-15 company has issued 4,00,00,000 preference shares of Rs15 each at a premium of Rs5 fully convertible into equity shares, but has not increased its Authorized Capital by 40,00,00,000.

2. During the current year company has issued 1,54,83,333 Bonus shares of Rs 10 each in the ratio of 1:3 without increasing the Authorized capital.

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, the cash flows for the year ended on that date.

Report on other legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (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 Order.

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the companies (Accounts), 2014;

e) In Our opinion there are no financial transactions or matters which have any adverse effect on functioning of the company;

f) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act;

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.

Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

(i) In Respect of its Fixed Assets:

(a) As informed to us, the Company is in the process of compiling records to showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. As informed to us, no material discrepancies have been noticed on verification;

(c) The Fixed Assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) In Respect of its Inventory:

(a) As informed to us, the Inventory of Finished and semi-finished goods and raw materials at works were physical verified by the management at reasonable intervals during the year. In our opinion, having regard to the nature and location of stock, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory, and no material discrepancy were noticed on physical verification.

(iii) The Company has granted loans to 5 companies and listed in the register maintained under Section 189 of the Companies Act, 2013(‘the Act’). The year balance of loans granted to these was Rs.. 411.65 Lacs. (P.Y. Rs.115.77 Lacs.)

In our opinion and according to the information and explanations given to us, the terms and condition of loan given to the parties covered under in the register maintained under section 189 of the Companies Act, 2013(‘the Act’) are not prima facie prejudicial to the interest of the Company.

According to the information and explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in payment of principal amount and interest wherever applicable does not arise. However the said loan is repayable on demand.

The Company has taken unsecured loans from 4 companies listed in the Register maintained under Section 189 of the Companies Act, 2013(‘the Act’). The year balance of loans taken from these was Rs. 160.42 Lacs. (P.Y. Rs. 100.20 Lacs)

In respect of above Loans taken, no repayment schedule has been specified with regard to the Interest / Repayment or any other terms and conditions.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) In respect of statutory dues:

(a) According to the information, explanation and records verified by us the Company has generally been regular in depositing Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess, other material statutory dues applicable to it with the appropriate authorities. We are informed that the company intends to obtains exemption from Provident Fund, Employees state insurance Act.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other material statutory dues in arrears as at 31st March,2016 for a period of more than six months for the date they become payable.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31 March,2016 on account of disputes are given below:

Name of the Statue

Nature of Dues

Forum where Dispute is pending

Period to which amount relates

Amount Involved (Amount in Rs.)

Income Tax Act, 1961

Income Tax

Tribunal

A.Y.1999-2000

16,64,300

Income Tax

Tribunal

A.Y.2000-2001

1,41,41,065

Income Tax

Assistant

Commissioner

A.Y.1995-1996

3,786

Income Tax

Assistant

Commissioner

A.Y.2003-2004

12,820

Income Tax

Assistant

Commissioner

A.Y.2004-2005

5,781

(viii) The Company has no defaulted in repayment of loans or borrowing to financial institution, bank, Government or dues to debenture holders.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xv) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Sheetal Samriya & Associates

Chartered Accountants,

(Firm Registration No.:011478C)

SD/-

Abhitesh Dubey

Partner

Membership No.: 147923

Vadodara, 30 May, 2016.


Mar 31, 2015

We have audited the accompanying financial Statement ofKavit Industries Limited (Formerly known as Atreya Petrochem Ltd.) which comprises the Balance Sheet as at 31st March 2015, and the statemeni of Profit & Loss and Cash Flow Statement for the year ended arid a summary of significant accounting policies and other explanatory information.

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 flow of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the feign, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement., whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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: in the case of the Balance Sheet, of the state of affairs of the Company as at March 31. 2015 subject to below qualification;

During the current year company has issued 4.00,00,000 preference shares ofRs15 each at a premium of Rs5 fully convertible into equity shares, but has not increased its Authorized Capital by 40,00,00,000.

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, the cash flows for the year ended on that date.

Report on other legal and Regulatory Requirement

1. As required by the Companies (Auditor's 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 1 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best oi 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, and Statement of Profit and Loss, dealt with by this Report are in agreement with the books ofaceount.

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

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, 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 paragraph 1 under 'Report on Other Legal & Regulatory Requirements' section of our report of even date) -

(i) Having regard to the nature of the Company's business/activities/results/during the year, clause (vu),(Vd),(xH),(xiii),(xix) of paragraph 4 of the Order are not applicable to the Company.

(ii) In Respect of its Fixed Assets:

(a) As informed to us, the Company is in the process of compiling records to showing full particulars ' including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. As informed to us, no material discrepancies have been noticed on verification;

(c) The Fixed Assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) In Respect of its Inventory:

(a) As informed to us, the Inventory of Finished and semi-finished goods and raw materials at works were physical verified by the management at reasonable intervals during the year. In our opinion, having regard to the nature and location of stock, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory, and no material discrepancy were noticed on physical verification.

(iii) The Company has granted loans to 2companies andlisted in the register maintained under Section 301 of the Companies Act, 1956. The year balance of loans granted to these was 115.77 Lacs. (P.Y. X. 115.77Lacs.) '

In our opinion and according to the information and explanations given to us, the terms and condition of loan given to the parties covered under in the register maintained under section 301 ofthe Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

According to the information and explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in payment of principal amount and interest wherever applicable does not arise. However the said loan is repayable on demand.

The Company has taken unsecured loans from 4 companies listed in the Register maintained under Section 301 of the Companies Act, 1956. The year balance of loans taken from these was 1.100,20 Lacs. (P.Y. 1202.53 Lacs)

In respect of above Loans taken, no repayment schedule has been specified with regard to the ' Interest / Repayment or any other terms and conditions.

Annexure to Independent Auditor's Report

(iv) In our opinion, and according to the information and explanations given to us. there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books a.nd records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) According to the information and explanations given to us, the details of transaction that needed to be entered in the register in pursuance of section 301 of the Company Act. 1956. have been so entered.According to information and explanations given to us, the transactions of purchase and sale of goods/services made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(Vi) The Company has not accepted deposits from other corporate which attracting the provisions of , section 58A and 58AA of the Companies Act. 1956, and the rules framed there under.

(vii) The system of internal audit of the Company needs to be strengthened and commensurate with the size and nature of its business.

(viii) In respect of statutory dues:

(a) According to the information, explanation and records verified by us the Company has generally been regular in depositing Income Tax, Sales Tax, Wealth Tax, Service Tax. Custom duty, Excise Duty, Cess, other material statutory dues applicable to it with the appropriate authorities. We are informed' that the company intends to obtains exemption from Provident Fund, Employees state insurance Act.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty. Custom Duty,Cess and other material statutory dues in arrears as at 31March,2015 for a period of more than six months for the date they become payable.

(d) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31 March,2015 on account of disputes are given below:

Name ofthe Statue Nature of Forum where Period to Dues Dispute is which amount pending relates

Income Tax Act, 1961 Income Tax Tribunal A.Y. 1999-2000

Income Tax Tribunal A.Y.2000-2001

Income Tax Assistant A.Y. 1995-1996 Commissioner

Name of the Statute Amount Involved (Amount in

Income Tax Act 1961 16,64,300

1,41,41,065

3,786

Name ofthe Statue Nature of Forum where Period to Dues Dispute is which amount pending relates

Income Tax Assistant A.Y.2003-2004 Commissioner

Income Tax Assistant A..Y.2004-2Q05 Commissioner

Name of the Statute Amount Involved (Amount in

Income Tax 12,820

Income Tax 5,781

X) Accumulated losses at the end of financial year ended on 31s1 March, 2015 is. 1,22,03,067.15/- which does not exceed 50% of its net worth and it has not incurred cash losses m the financial year ended on the date and in the immediately preceding financial Year.

(xi) The Company is dealing in or trading in share, securities, Debenture or other investment. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the Company in its own name or are in the process of transfer in its own Company name.

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

(xiii) According to the information and explanations given to us and as per records made available for our verification, the Company has not taken any term loan during the year.

(xiv) In our opinion and according to the information and explanation given to us and overall examination of the balance sheet of the company, we report that funds raised on short term basis have, prima facie, not been used during the year for long term investment.

jxv') As the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Act, the provisions of clause 4(xviii) ofthe Order are not applicable to the Company.

(xvi) The Company has not raised any money by public issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud was noticed or reported during year.

For Sheetal Samriya & Associates Chartered Accountants, (Firm Registration No.: 011478C)

SD/- Abhitesh Dubey Partner (Membership No.: 147923)

Vadodara, 30 May, 2015


Mar 31, 2014

We have audited the accompanying financial Statement of Kavit Industries Limited (Formerly Known as Atreya Petrochem Ltd.)(the Company) which comprises the Balance Sheet as at 31st March 2014, and the statement of Profit & Loss and Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

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 flow of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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, the cash flows for the year ended on that date.

Report on other legal and Regulatory Requirement

1. As required by the Companies (Auditor''s 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 Order.

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

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

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

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

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

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

Annexure to Independent Auditor''s Report

(Referred to in paragraph 1 under ''Report on Other Legal & Regulatory Requirements'' section of our report of even date)

(i) Having regard to the nature of the Company''s business/activities/results/during the year, clause (vii),(xi),(xii),(xiii),(xix) of paragraph 4 of the Order are not applicable to the Company.

(ii) In Respect of its Fixed Assets:

(a) As informed to us, the Company is in the process of compiling records to showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the Company are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. As informed to us, no material discrepancies have been noticed on verification;

(c) The Fixed Assets disposed-off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(iii) In Respect of its Inventory:

(a) As informed to us, the Inventory of Finished and semi-finished goods and raw materials at works were physical verified by the management at reasonable intervals during the year. In our opinion, having regard to the nature and location of stock, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory, and no material discrepancy were noticed on physical verification.

(iv) The Company has granted loans to 2 company and listed in the register maintained under Section 301 of the Companies Act, 1956. The year balance of loans granted to these was Rs. 115.77 Lacs. (P.Y. Rs. 127.44 Lacs.)

In our opinion and according to the information and explanations given to us, the terms and condition of loan given to the parties covered under in the register maintained under section 301of the Companies Act, 1956 are not prima facie prejudicial to the interest of the Company.

According to the information and explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in payment of principal amount and interest wherever applicable does not arise. However the said loan is repayable on demand.

The Company has taken unsecured loans from 3 companies and 1 Directors listed in the Register maintained under Section 301 of the Companies Act, 1956. The year balance of loans taken from these was Rs. 202.53 Lacs. (P.Y. Rs. 164.39 Lacs)

In respect of above Loans taken, no repayment schedule has been specified with regard to the Interest / Repayment or any other terms and conditions.

(v) In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(vi) According to the information and explanations given to us, the details of transaction that needed to be entered in the register in pursuance of section 301 of the Company Act. 1956, have been so entered. According to information and explanations given to us, the transactions of purchase and sale of goods/services made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vii) The Company has not accepted deposits from other corporate which attracting the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under.

(viii) The system of internal audit of the Company needs to be strengthened and commensurate with the size and nature of its business.

(ix) In respect of statutory dues:

(a) According to the information, explanation and records verified by us the Company has generally been regular in depositing Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess, other material statutory dues applicable to it with the appropriate authorities. We are informed that the company intends to obtains exemption from Provident Fund, Employees state insurance Act.

(b) There were no undisputed amounts payable in respect of Income Tax, Sales Tax , Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other material statutory dues in arrears as at 31March,2014 for a period of more than six months for the date they become payable, Except for Motor Spirit Tax of Rs. 226238/-.

(c) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited as on 31 March,2014 on account of disputes are given below:

Name of the Nature of Forum where Period to Amount Statue Dues Dispute is which amount involved pending relates (Amount in Rs.)

Income Tax Income Tax Tribunal A.Y.1999-2000 16,64,300 Act, 1961 Income Tax Tribunal A.Y.2000-2001 1,41,41,065 Income Tax Assistant A.Y.2003-2004 12,820 Commissioner

Income Tax Assistant A.Y.2004-2005 5,781 Commissioner Central Excise Duty Remanded by A.Y.2000-2001 8,87,65,288 Excise Act, Authority 1944

(x) Accumulated losses at the end of financial year ended on 31st March, 2014 is Rs. 1,32,23,922.49/- which does not exceed 50% of its net worth and it has not incurred cash losses in the financial year ended on the date and in the immediately preceding financial Year.

(xi) The Company is dealing in or trading in share, securities, Debenture or other investment. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the Company in its own name or are in the process of transfer in its own Company name.

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

(xiii) According to the information and explanations given to us and as per records made available for our verification, the Company has not taken any term loan during the year.

(xiv) In our opinion and according to the information and explanation given to us and overall examination of the balance sheet of the company, we report that funds raised on short term basis have, prima facie, not been used during the year for long term investment.

(xv) As the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Act, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xvi) The Company has not raised any money by public issue during the year.

(xvii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud was noticed or reported during year.

For Sheetal Samriya& Associates Chartered Accountants, (Firm Registration No.:011478C)

SD/- Abhitesh Dubey Partner Membership No.: 147923 Vadodara, 30 May, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of Kavit Industries Ltd as at 31st March, 2012 the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date (i.e. 01.07.2011 to 31.03.2012) 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 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 and the Companies (Auditor''s Report) (Amendment) 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 matters specified in paragraphs 4 and 5 of the said Order, subject to notes 1-E.

Reference is invited: -

a) The company has not complied with the provision of Section 383A of the Companies Act, 1956 relating to appointment of a whole time secretary. Therefore, we are unable to comment on the maintenance of various statutory registers, records, compliance of Stock Exchange listing agreement, SEBI Rules & Regulation and The Companies Act, 1956.

b) For continuing contravention of Section 372A of the Companies Act, 1956 for aggregate inter-corporate Loan of Rs. 406.92 Lacs and investment of Rs. 40.62 Lacs in excess of the limit specified thereto.

c) As explain to us by the board, Rs. 139.64 Lacs loan given to directors, Firms and to the Companies in which Director/ relative are/were interested as director / partner / proprietor which is continuing contravention of Section 295 of companies Act, 1956.

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 the books;

(c) The Balance Sheet, the 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 and Cash Flow Statement Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, subject to notes on accounts.

(e) On the basis of written representations received from the directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 on 31st March, 2012;

(ii) in the case of the Profit and Loss Account, of the profit of the company for the year ended on that date (i.e. 01.07.2011 to 31.03.2012); and

(iii) in the case of the Cash Flow Statement, of the Cash Flow of the company for the year ended on that date (i.e. 01.07.2011 to 31.03.2012).

ANNEXURE TO AUDITOR''S REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March, 2012 of Kavit Industries Ltd

(i) (a) AS informed to us, The Company is in the process of compiling records to showing full particulars including quantitative details and situation of fixed assets. However the same is not available for our verification.

(b) As explained to us, fixed assets, according to the practice of the Company are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. As informed to us, no material discrepancies have been noticed on verification;

(c) No disposal of a substantial part of fixed assets of the company has taken place during the year.

(ii) (a) As informed to us, The Inventory were physical verified by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us, company has reasonable and adequate procedure for physical verification of inventories in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory, and no major discrepancy reported by the management.

(iii) The Company has granted unsecured loans to 2 companies, and 1Interested Party listed in the register maintained under Section 301 of the Companies Act, 1956. The year balance of loans granted to these was Rs. 140.07 Lacs.

In our opinion and according to the information and explanations given to us, the terms and condition of loan given to the parties covered under in the register maintained under section 301of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company except interest free loan given to party. Register maintained, if any u/s. 301 of the Companies Act, 1956 is not available for our verification

According to the information and explanations given to us, no repayment schedule has been specified and accordingly the question of regularity in payment of principal amount and interest wherever applicable does not arise. However the said loan is repayable on demand.

The Company has taken unsecured loans from 3 companies and 1 Directors listed in the register maintained under Section 301 of the Companies Act, 1956. The year balance of loans taken from these was Rs. 112.44 Lacs.

In respect of above Loans taken, no repayment schedule has been specified with regard to the Interest / Repayment or any other terms and conditions.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business.

(v) According to the information and explanations given to us, the details of transaction that needed to be entered in the register in pursuance of section 301 of the Company Act. 1956, have been so entered.

According to information and explanations given to us, the transactions of purchase and sale of goods/services made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted deposits from other corporate which attracting the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under.

(vii) The system of internal audit of the company needs to be strengthened and commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956.

(ix) In respect of statutory dues:

(a) Account to the records of the Company examined by us, Company is not liable to Pay Provident Fund, Investor Education and Protection fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess no undisputed amounts payable in respect of such statutory dues which have remained outstanding as on 31st March, 2012 for a period of more than Six Month from the day they become payable except the following -

Central Sales Tax Rs. 6,77,642

Motor Spirit Tax Rs. 2,26,238

(b) According to the Information and explanation given to us there are no dues of Sales Tax, Custom Duty, Wealth Tax, Services Tax, Custom Duty, Excise Duty and Cess Which have not been deposited on account of any dispute except the Following -

Name of Status Rs. Period Pending at

Income Tax Act 1961 24,89,300 A.Y.1999-00 ITAT-Ahmadabad

Income Tax Act 1961 1,41,41,065 A.Y.2000-01 ITAT-Ahmadabad

Income Tax Act 1961 35,830 A.Y.2002-03 CIT(A)-Vadodara

Income Tax Act 1961 12,830 A.Y.2003-04 CIT(A)-Vadodara

Central Excise Act, 1944 8,87,65,288 A.Y.2000-01 Remanded by Authority.

(X) Accumulated losses at the end of financial year ended on 31st March, 2012 is Rs. 1,39,58,268/- which does not exceed 50% of its net worth and it has not incurred cash losses in the financial year ended on the date and in the immediately preceding financial Year.

(xi) According to the information and explanations given to us and records of the company examined by us, the Company has not obtained any loan from financial institutions or banks and has not issued any debentures. Therefore reporting on whether company has defaulted in repayment of dues is not applicable.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As the Company is not a chit fund or a nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund are applicable, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) The company is dealing in or trading in share, securities, Debenture or other investment. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the company in its own name or are in the process of transfer in its on company name.

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

(xvi) According to the information and explanations given to us and as per records made available for our verification, the Company has not taken any term loan during the year

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment, this clause is not applicable.

(xviii) As the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Act, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xix) As the Company has not issued any debentures, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company was noticed or reported during year.

For N. R. PARIKH & CO.

Chartered Accountants

FRN No. 107563W

Sd/-

N. R. Parikh

(Partner)

Membership No. - 007854

Vadodara


Mar 31, 2010

1. We have audited the attached Balance sheet of Atreya petrochem Ltd. as at 31st March,2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financials statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit ,

2'.We conducted our audit in accordance with auditing standards generally accepted in India. Those standards enquire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, An audit includes earning, 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 over all 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 and the companies (authors report ) amendment Order 2004 issued by the central government of india in terms of sub-section of section 227 of the companies act 1956 we enclose in the annexure a statement on matters specified in paragraphs 4 and 5 of the said other

Reference is invited

A) That since the beginning the company has not complied with the provision of section 383 A do the companies act 1956 relating to appointment of a whole tome secretary .There fore we are unable to comment on the maintenance of various statutory registers records compliance of stock exchange listing agreement SEBI rules & regulation and The companies Act 1956

b) For continuing contravention of section 372 A of the companies act 1956 for aggregate inter -corporate loans of rs 273.21 laca and investment of Rs 98.85 lacs in excess of the limit specified there to It is also doubtful for recovered

c) As explain to us by the board no loan and advances have been made to directors firms and to the companies in which director /relative are were interested as director / partner/ proprietor during the year )how ever Rs.30.03 in past year to directors Firms and to the companies in which director /relevant are were interested as director /partner proprietor which is continuing contravention of section 295 of companies act 1956

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 bear of our knowledge and belief were necessary for the purpose of our audit

b) In our opinion proper books of account as requited by law have been kept by the company so far as appears form our examination of the books

c)The balance sheet and the profit and loss account dealt with by this report are in agreement with the books of account

d)In our opinion the balance sheet and the profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section 211 of the companies act 1956

e)on the basis of written representations received form the directors as on March 31 2010 and taken on record by the board of director we report appointment as a director in terms of clause of sub-section of section 274 of the companies act 1956

f)In our opinion and to the best of our information explanation and according to the explanation given to us the said accounts read with the notes thereon given 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 princes generally accepted in india.

i) In the case of the balance sheet of the state of affairs of the company as on 31st march 2010

ii) In the case of the profit and loss account of the profit for the year ended on that date and

iii) In the case of the cast flow statement of the cash flow for the year ended on that date

ANNEXURE TO AUDTTOR'S REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st March 2010 of Atreya Petroleum Ltd

i) (a) Except information available in the books of accounts The company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets

b)No records available as to physical verification of assets carried out by the management at an time during the year . Therefore we are unable to report whether any material discrepancies exit or not

c)As per books of accounts the company has not disposed off any fixed assets during the year

ii) a)As informed to us The inventory were physical verified by the management at reasonable intervals during the year

b) In our opinion and according to the information and explanation given to us company has reasonable and adequate procedure for physical verification of inventories in relation to the size of the company and the nature of its business

c)In our opinion and according to the information and explanation given to us the company has maintained proper records of inventory and no major discrepancy reported by the management

iii) The company has granted unsecured loan to 3 companies and 1 interested party listed in the register maintained under section 301 of the companies Act 1956 .The year balance of loans granted to these was Rs.30.03 Lacs .We invite attention to note no 4

In our opinion Terms and condition of above loan granted are not prejudicial to the company except interest free loans given to above parties .However as informed to us the said loan is repayable on demand

There is not recovery of Interest during the year in respect of loans granted No provision has made for the interest payment / received of above loans

The Company has taken unsecured loans from 5 companies 2 Directors and 2 Interested party listed in the register maintained under section 301 of the 130.27 Lacs .We invite attention to note no 4

In respect of above Loans taken there are no covenants with regard to the interest /payment or any other terms and condition

Register maintained if any u/s 301 of the companies Act 1956 is not available for our verification

iv ) In our opinion and according to the information and explanations given to us there are no adequate internal control procedures commensurate with the size of the company and the nature of its business

v) According to the information and explanation given to us the company has not made any transaction in respect of any party that need to be entered into a register in pursuance of section 301 of the companies Act 1956 except Loan recovery of Rs 11.66 Lacs Loan Granted 71.22 Lacs and Loan repayment of Rs 2.80 Lacs

vi) The company has not accepted deposits from other corporate which attracting the provision of section 58 A and 58 AA of the companies Act 1956 and the rules framed there under

vii) The company is listed company and or having a paid up capital and reserved exceeding Rs 50 Lacs as at the commencement of the financial year and company does not have any internal audit system

viii) According to the information and explanation given to us the central government has not prescribed maintenance of cost records under section 209 of the companies Act 1956

ix) In respect of statutory dues

a) Account to the records of the company examined by us company is not liable to pay provident fund Investor education and protection fund employee state insurance sales tax wealth Tax , Service Tax custom duty excise Duty , cess no undisputed amount payable in respect of such statutory dues which have remained outstanding as on 31 st march 2010 for a period of more than six month from the day they become payable except the following

Central sales tax Rs 6,77,642

Motor spirit Tax Rs 2,26,238

b) According to the information and explanation given to us there are no dues of sales Tax ,Custom duty wealth tax services tax custom duty excise duty and cess which have not been deposited on account of any dispute except the following

Name of Status Rs. Period Pending at

Income Tax Act 1961 24,89,300 A.Y.1999-00 ITAT -Ahemedabad

Income Tax Act 1961 1,41.41.065 A.Y.2000-01 ITAT -Ahemedabad

Income Tax Act 1961 35,830 A.Y.2002-03 CIT (A)-Vadodara

Income Tax Act 1961 12.830 A.Y.2003-04 CIT (A)-Vadodara

Central Excise Act 1944 8,87,65,288 A.Y.2000-01 Remanded by Authority

x) Accumulated losses at the end of financial year ended on 31 st March 2010 is Rs 2.15.61.663 Which does not exceed 50 % of its net worth and it has not incurred cash losses in the financial year ended on the date and in the immediately proceeding financial year

xi) According to the information and explanation given to us and record of the company examined by us the company has not obtained any loans from financial institutions or banks and has not issued any debentures Therefore reporting on whether company has defaulted in repayment of dues in not applicable

xii) According to the information and explanations given to us the company has not granted any loans or advances on the basis of security by way of pledge of shares debenture and other securities

xiii) As the company is not a chit fund or a nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund are applicable the provisions of clause 4 (xiii) of the order are not applicable

xiv) The company is not dealing in or trading in share securities debenture or other investment and hence requirement of paragraph 4 XIV is not applicable

xv) According to the information and explanation given to us the company has not given any guarantee for loans taken by other from banks of financial institutions .

xvi )According to the information and explanation given to us and as per records made available for our verification the company has not taken any term loan during the year

xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the company we report that no funds raised on short -term basis have been used for long -term investment this clause is not applicable

xviii) As the company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act the provisions of clause 4 xviii of the order are not applicable to the company

xix) As the company has not issued any debentures the provisions of clause 4 xix of the order are not applicable to the company

xx) The company has not raised any money by public issue during the year

xxi) According to the information and explanations given to us no fraud on or by the company was noticed or reported during year.

For N.R. PARIKH & CO, Chartered Accountants FRN No. 107563W

N.R. Parikh (Partner) M.No. F-07854 Vadodara


Mar 31, 2008

1. We have audited the attached Balance Sheet of Atreya Petrochem Ltd. as at 31st March, 2008 and also the Profit and Loss Account of the Company 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 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 and the Companies (Auditor's Report) (Amendment) 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 matters specified in paragraphs 4 and 5 of the said Order.

Reference is invited: -

a) That Since the F.Y. 2000-2001, the company has not undertaken any business activity.

b) That since the beginning the company has not complied with the provision of Section 383A of the Companies Act, 1956 relating to appointment of a whole time secretary.

Therefore, we are unable to comment on the maintenance of various statutory registers, records, compliance of Stock Exchange listing agreement, SEBI Rules & Regulation and The Companies Act, 1956.

c) The management of the company has not taken due care to arrange in order and or to preserve past years Books of Accounts, relevant records and Shareholder records etc. in proper manner & at proper place.

d) That company hold investment of 3,00,000 Nos. of Equity Shares of Rs. 30 00,000/- in Prabhav Industries Ltd. (Formerly : Empire Unifor Software Solutions Ltd.).

In our opinion, no realizable value expected from the above investment and no amount is ascertain from diminutions in the value at investment, No provision has been made for the diminution in the value of share

e) That accounts and balance of various major parties remain stagnant and unconfirmed since long back. Therefore, status as to receivable and or payable cannot be ascertained and commented.

f) For continuing contravention of Section 295 of companies Act 1956 for allowing Loans & Advances of Rs. 40.14 Lacs in past year to director, firms and to the Companies in which Director/ relative are/ were interested as director / partner / proprietor. It is also doubtful to be recovered. There were no terms and condition for the interest and recovery of principal.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we

(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 books Company so far as appears from our examination of the books;

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

(d) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except.

"AS-22 Accounting for Taxes on Income" in view of no longer reasonably certain and convenience evidence that sufficient future taxable income will be available to recognized Deferred Tax Assets.

(e) on the basis of written representations received from the directors as on March 31, 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31s: March 2008 from being appointed as a director in terms of Claus (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read 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 on 31st March 2008;

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

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

(i) (a) Except information available in the books of accounts, The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) No Records available as to physical verification of assets carried out by the management at any time during the year.

Therefore, we are unable to report whether any material discrepancies exist or not.

(c) As per Books of Accounts, the Company has not disposed off any fixed assets during the year.

(ii) (a) As informed to us the company have not purchase any materials during the year. Inventories of Finish Goods which were held since F.Y. 1999-2000, for which no physical verification has been conducted at any time by management.

(b) In our opinion and according to the information and explanation given to us, company does not have reasonable and adequate procedure for physical verification of inventories.

(c) In our opinion and according to the information and explanations given to us, the Company has not maintained proper records of inventory.

(iii) The Company has granted or taken any loans, secured or unsecured to / from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956,

Register maintained, if any u/s, 301 of the Companies Act, 1956 is not available for our verification.

However, on the basis of information with us the Company has granted and taken Loans to/from various parties in past years which required to be covered in the register u/s. 301 of the Act, are as under-

(a) Loans Granted

Name of the Party Amount

Galav Finance & Investment Pvt. Ltd. 22,52,000

Kavit Investment Pvt. Ltd, 7,76,000

Empire Housing Finance Ltd. 36,674

Pacific Finstock Ltd. 9,49,602

In respect of above, Loans given, there are no covenants with regard to the Interest/Recovery or any other terms and conditions.

There is no recovery of principal or Interest during the year in respect of above loans.

In absences of any covenants as to recovery in respect of above Loans we are unable to comment on overdue status and No steps taken for the recovery of the principal and interest.

(b) Loan Taken

Name of the Party Amount

Prabhav Industries Ltd. (Formerly: Empire 35,09,589 Unifor Software Solutions Ltd.)

Natural Expo Agro Industries Ltd. 24,84,080

Pacific Securities Ltd. 3,40,000

In respect of above Loans taken, there are no covenants with regard to the interest/ Repayment or any other terms and conditions.

There is no payment of principal or Interest during the year in respect of above loans.

No Provision has been made for the interest of above loans,

In absences of any covenants as to repayment in respect of above Loans we are unable to comment on overdue status and steps taken for the payment of the principal and interest.

(iv) In our opinion and according to the information and explanations given to us, there are no adequate internal control procedures commensurate with the size of the Company and the nature of its business.

(v) According to the information and explanations given to us, the company has not made any transaction respect of any party that need to be entered into a register pursuance of Section 301 of the Companies Act 1956 except Loan taken from Prabhav Industries Ltd. of Rs. 50,000/- during the year.

(vi) The company has accepted deposits from other corporate which attracting the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under, The company has not been filed return of deposits as required U/s. 10 of Companies (Acceptance of Deposits) Rules 1975 with the concerned authorities.

(vii) The company is a listed company and or having a paid up capital and reserves exceeding Rs. 50 Lacks as at the commencement of the Financial Year and company does not have any Internal Audit System.

(Viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues:

(a) Account to the records of the Company examined by us, Company is not liable to pay Provident Fund, Investor Education and Protection fund, Employees State Insurance, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess no undisputed amounts payable in respect of such statutory dues which have remained outstanding as on 31st March 2008 for a period of more than Six Month from the day they become payable except the following -

Tax Deducted At Sources Rs.1,98 611

Central Sales Tax Rs.6,58,242

Motor Spirit Tax Rs.2,26,238

Professional Tax Rs.1,520

Taluka Vikas Adhikari, Savli Rs.31,931

(b) According to the information and explanation given to us there are no dues of sales Tax, Custom Duty' Wealth Tax' Services Tax, Custom Duty, Excise Duty and Cess Which have not been deposited on account of any dispute except the Following -

Name of status Rs period Pending at

Income Tax Act 1961 24,89,300 A.Y.1999-00 ITAT-Ahmedabad

Income Tax Act 1961 1,41,41,065 A.Y.2000-01 ITAT-Ahmedabad

Income Tax Act 1961 35,830 A.Y.2002-03 CIT(A)-Vododara

Income Tax Act 1961 12,830 A.Y.2003-04 CIT(A)-Vododara

(x) Accumulated losses at the end of financial year ended on 31st March, 2008 is Rs. 2,94,69,867/- which does not exceed 50% of its net worth and it has incurred cash losses in the financial year ended on the date and in the immediately preceding financial Year.

(xi) According to the information and explanations given to us and records of the company examined by us, the Company has not obtained any loan from financial institutions or banks and has not issued any debentures. Therefore reporting on whether company has defaulted in repayment of dues is not applicable.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) As the company is not a chit fund or a nidhi / mutual benefit fund / society to which the provisions of special statute relating to chit fund are applicable, the provisions of clause 4(xiii) of the order are not applicable.

(xiv) The company is not dealing in or trading in share, securities, Debenture or other investment ad hence requirement of paragraph 4 (XIV) is not applicable.

(xv) According to the information and explanations given to us the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and as per records made available for our verification, the company has not taken any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment, this clause is not applicable.

(xviii) As the Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xix) As the Company has not issued any debentures, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) The Company has not raised any money by public issue during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the Company was noticed or reported during year.

For

N. R. PARIKH & CO.

Chartered Accountants

N. R. Parikh

Proprietor

Membership No. F-07854

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