Auditor Report of Retro Green Revolution Ltd.

Mar 31, 2024

We have audited the financial statements of ‘RETRO GREEN REVOLUTION LIMITED’
("the Company"), which comprise the balance sheet as at 31^st March 2024, and the
statement of profit and loss, (statement of changes in equity) and statement of cash flows
for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information.

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
Companies Act, 2013 in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at 31^st March, 2024, and its profit/loss, (changes in equity) and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on 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 director''s 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.

Responsibilities of Management and Those Charged with Governance for the
Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5)
of the Companies Act, 2013 ("the Act") with respect to the preparation of these
financial statements that give a true and fair view of the financial position, financial
performance, (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 statements that
give a true and fair view and are free from material misstatement, whether due to fraud
or error.

In preparing the financial statements, the Board of Directors 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 the
Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

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

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:

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

• Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our
opinion on whether the company has adequate internal financial controls system
in place and the operating effectiveness of such controls

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

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

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

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

We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards. From
the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

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 of India in terms of sub-section (11) of section 143 of the

Companies Act, 2013, we give in the ''Annexure B'' statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, (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) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st
March, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2024 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 A".

(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 did not have any long-term contracts including derivative

contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to

the Investor Education and Protection Fund by the Company.

iv. Based on our examination, which included test checks, the Company has used

accounting softwares for maintaining its books of account for the financial
year ended March 31, 2024 which has a feature of recording audit trail (edit
log) facility and the same has operated throughout the year for all relevant
transactions recorded in the softwares. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial
year ended March 31, 2024.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2024, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31, 2024.

FOR, MAYUR SHAH & ASSOCIATES
CHARTERED ACCOUNTANTS

MAYUR SHAH
M. NO.: 36827

PLACE: AHMEDABAD PARTNER

^{DATE : 14}/⁰⁸/²⁰²⁴ FRN : 106125W

UDIN: 24036827B KCT QM5908

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of JOLLY MERCHANDISE LIMITED which comprise the Balance Sheet as at 31 March 2013, & the Statement of Profit and Loss and for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013; ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; iii) In the case of cash flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended, 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, Statement of Profit and Loss dealt with by this Report are in agreement with the books of account .

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

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

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

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. company does not have inventories during the year hence other sub clause not applicable

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As informed to us the company is not required to maintain cost accounts and records as prescribed by Central Government under section 290 (1)(d) of the Companies Act 1956.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The accumulated losses at the end of the financial year are not more than 50% of its net worth and it has incurred cash losses of Rs 9,86,718/- during the financial year under report and it has also incurred cash losses in the immediately preceding financial year.

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

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN: 018846N

PLACE: LUDHIANA

DATE: 30.08.2013 CA RAKESH PURI

PARTNER

M. No.: 092728

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Mar 31, 2012

We have audited the attached Balance Sheet of JOLLY MERCHANDISE LIMITED as on 31st March 2012, the relative Profit and Loss Account and the Cash Flow Statement for the year ended on that date, all of which have been signed by us under reference to this report. 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.

We have conducted our audit in accordance with auditing and assurance 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 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.

(1) As required by the Companies (Auditor Report) Order, 2003 issued by the Department of Company Affairs in terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure a statement on the matters specified in the said order to the extent applicable.

(2) 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.

(3) 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 such books.

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

(5) In our opinion, the Balance Sheet, Profit & Loss Account, and Cash Flow statement dealt with by this report comply with the Accounting Standard referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

(6) On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 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.

(7) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon, particularly the note no 4 regarding inter corporate investment and Loans thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

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

(b) In case of Profit and Loss Account, of the Profit of the Company for the year ended on that date.

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

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Member of JOLLY MERCHANDISE LIMITED

1. The Company has maintained proper records showing fully particulars including quantitative details and situations in respect of fixed Assets. Physical verification has been carried out by the Management once during the period. To the best of our knowledge no serious discrepancies have been noticed on verification.

2. None of the Fixed Asset have been revalued during the year.

3. On the basis of our examination of stock records, we are of the opinion that valuation of stock is fair and proper in accordance with normally accepted accounting principles.

4. The Company has not taken any loans secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 301 and / or to the Companies under the same Management as defined under sub-section 370-(1-B) of the Companies Act, 1956.

5. In respect of loans and advances, in the nature of interest free loans given by the Company to parties and employees have generally repaid, the principal amounts as stipulated or as rescheduled from time to time. In our opinion, having regard to the nature of loans, reasonable steps have been taken for recovery.

6. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of plant and machinery equipment and other assets.

7. The company does not accept any deposits, to which the provision of Section 58-A of the Companies Act, 1956 and the rules framed there under are applicable.

8. In our opinion the Company has an internal Control system Commensurate with the size of the Company & the nature of its business.

9. As per the information and explanation given to us, the provident, fund act does not apply to the company we are informed that the Company is not required to make any contribution under the Employees State Insurance Scheme.

10. According to the information and explanations given to us no undisputed amounts payables in respect Income Tax, Sales Tax, Customer Duty and Excise Duty were outstanding.

11. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and for the sale of goods. During the course of audit, we have not observed the continuing failure to correct major weakness in internal controls.

12. In opinion and according to the information and explanation given to us, there are no transactions of purchase and sales or services of goods and materials and made in pursuance of contracts or arrangements entered in the Registers maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 50000/- or more in respect of each party.

13. The company has not accepted any deposits from public within the meaning of provisions of section 58 A & Section 58 AA of the Companies Act, 1956.

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

15. As informed to us the company is not required to maintain cost accounts and records as prescribed by Central Government under section 290 (1)(d) of the Companies Act 1956.

16. According to the records of the company, statutory dues including Investor Education and Protection fund, Income Tax and other statutory dues have been generally deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2002 for a period of more than six months from the date of becoming payable.

17. The accumulated losses of the Company are not more than fifty percent of the net worth and the company has incurred cash loss in current financial year, The Company has also incurred cash loss in the previous financial year.

18. In our opinion and according to the information and explanations given to us, Company has not defaulted in Repayment of any dues to financial institutions or banks.

19. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

21. In our opinion the Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and generally timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

22. In our opinion. The company has not given any guarantee for loans taken by others from banks or financial institutions.

23. The Company has not raised any new term loans during the year.

24. On the basis of an overall examination of the Balance Sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on short term basis have not been used during the year for long term investment and vice versa.

25. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

26. The Company has not issued any debentures till date.

27. The Company has not raised any money by public issue during the year.

28. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted audit practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For, Y. D. & Co

CHARTERED ACCOUNTANTS

FRN:018846N

PLACE: LUDHIANA

DATE: 01.09.2012 CA RAKESH PURI

PARTNER

M. No.: 092728

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Mar 31, 2011

We have audited the annexed Balance Sheet of Jolly Merchandise Limited as on 31st March 2011 and also the profit & Loss Account for the period 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.

we conducted out audit in accordance with accounting 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. we believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor Report) Order, 2003 issued by the Department of Company Affairs in terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure a statement on the matters specified in the said order to the extent applicable.

2. 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.

3. In opinion, proper Books of Account as retired by law have been kept by the company so far, as appears from our examination of such books.

4. The Balance sheet and profit and Loss Account dealt with by the report are in agreement with the books of accounts.

5. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 subject to notes to accounts.

6. On the basis of representation received from the directors of the company and according to the information and explanation given to us, none of the directors of the company are prima facie as at 31st March 2009, disqualify from being appointed as directors of the company under clause (g) of sub section (l) of section 274 of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the statement on accounting policies and the notes thereon, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view:-

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2011.

(ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

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

1. The Company has maintained proper records showing fully particulars including quantitative details and situations in respect of fixed Assets. Physical verification has been carried out by the Management once during the period. To the best of our knowledge no serious discrepancies have been noticed on verification.

2. None of the Fixed Asset have been revalued during the year.

3. On the basis of our examination of stock records, we are of the opinion that valuation of stock is fair and proper in accordance with normally accepted accounting principles.

4. The Company has not taken any loans secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 301 and / or to the Companies under the same Management as defined under sub-section 370-(l-B) of the Companies Act, 1956.

5. In respect of loans and advances, in the nature of interest free loans given by the Company to parties and employees have generally repaid, the principal amounts as stipulated or as rescheduled from time to time. In our opinion, having regard to the nature of loans, reasonable steps have been taken for recovery.

6. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of plant and machinery equipment and other assets.

7. The company does not accept any deposits, to which the provision of Section 58-A of the Companies Act, 1956 and the rules framed there under are applicable.

8. In our opinion the Company has an internal Control system Commensurate with the size ot the Company & the nature of its business.

9. As per the information and explanation given to us, the provident, fund act does not apply to the company we are informed that the Company is not required to make any contribution under the Employees State Insurance Scheme.

10. According to the information and explanations given to us no undisputed amounts payables in respect Income Tax, Sales Tax, Customer Duty and Excise Duty were outstanding.

11. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and for the sale of goods. During the course of audit, we have net observed the continuing failure to correct major weakness in internal controls.

12. In opinion and according to the information and explanation given to us, there are no transactions of purchase and sales or services of goods and materials and made in pursuance of contracts or arrangements entered in the Registers maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 50000/- or more in respect of each party.

13. The company has not accepted any deposits from public within the meaning of provisions of section 58 A & Section 58 AA of the Companies Act, 1956.

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

15. As informed to us the company is not required to maintain cost accounts and records as prescribed by Central Government under section 290 (1)(d) of the Companies Act 1956.

16. According to the records of the company, statutory dues including Investor Education and Protection fund, income Tax and other statutory dues have been generally deposed with the appropriate authorities According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2002 for a period of more than six months from the date of becoming payable.

17. The accumulated losses of the Company are not more than fifty percent of the net worth and the company hast incurred cash loss in current financial year, The Company has also incurred cash loss the previous financial year.

18. In our opinion and according to the information and explanations given to us, Company has not defaulted in Repayment of any dues to financial institutions or banks

19. In our opinion and according to the information and explanation given to us no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

21. In our opinion the Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and generally timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section ,49 of the Companies Act, 1956.

22. In our opinion. The company has not given any guarantee for loans taken by others from banks or financial institutions.

23. The Company has not raised any new term loans during the year..

24. On the basis of an overall examination of the Balance Sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on short term basis have not been used during the year for long term investment and vice versa.

25. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

26. The Company has not issued any debentures till date.

27. The Company has not raised any money by public issue during the year.

28. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted audit practices in India, and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For Naimish K.Shah & Co., Chartered Accountants

Place : Ahmedabad Sd/-

Dated : 01.09.2011 (Naimish Shah)

Properietor

M.No. 031147

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Mar 31, 2010

We have audited the annexed Balance Sheet of Jolly Merchandise Limited as on 31st March 2010 and also the Profit & Loss Account for the period 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.

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

1. As required by the Companies (Auditor Report) Order, 2003 issued by the Department of Company Affairs in terms of Section 227(4A) of the Companies Act 1956, we give in the Annexure a statement on the matters specified in the said order to the extent applicable.

2. 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.

3. 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 such books.

4. The Balance sheet and Profit and Loss Account dealt with by the report are in agreement with the books of accounts.

5. In our opinion, the Profit & Loss Account and the Balance Sheet comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 subject to notes to accounts.

6. On the basis of representation received from the directors of the company and according to the information and explanation given to us, none of the directors of the company are prima facie as at 31st March 2009, disqualify from being appointed as directors of the Company under clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the statement on accounting policies and the notes thereon, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view: -

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010.

(ii) In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report even date) The annexure referred to Para of our report on even date on account of M/s. Jolly Merchandise Limited for the year 31-3-2010

1. The Company has maintained proper records showing fully particulars including quantitative details and situations in respect of fixed Assets. Physical verification has been carried out by the Management once during the period. To the best of our knowledge no serious discrepancies have been noticed on verification.

2. None of the Fixed Asset have been revalued during the year.

3. On the basis of our examination of stock records, we are of the opinion that valuation of stock is fair and proper in accordance with normally accepted accounting principles.

4. The Company has not taken any loans secured or unsecured to Companies, firms or other parties listed in the register maintained under Section 301 and / or to the Companies under the same Management as defined under sub-section 370-(1-B) of the Companies Act, 1956.

5. In respect of loans and advances, in the nature of interest free loans given by the Company to parties and employees have generally repaid, the principal amounts as stipulated or as rescheduled from time to time. In our opinion, having regard to the nature of loans, reasonable steps have been taken for recovery.

6. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of plant and machinery equipment and other assets.

7. The company does not accept any deposits, to which the provision of Section 58-A of the Companies Act, 1956 and the rules framed there under are applicable.

8. In our opinion the Company has an internal Control system Commensurate with the size of the Company & the nature of its business.

9. As per the information and explanation given to us, the provident, fund act does not apply to the company we are informed that the Company is not required to make any contribution under the Employees State Insurance Scheme.

10. According to the information and explanations given to us no undisputed amounts payables in respect Income Tax, Sales Tax, Customer Duty and Excise Duty were outstanding.

11. In our opinion and according to the information and explanation given to us there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of inventory and for the sale of goods. During the course of audit, we have not observed the continuing failure to correct major weakness in internal controls.

12. In opinion and according to the information and explanation given to us, there are no transactions of purchase and sales or services of goods and materials and made in pursuance of contracts or arrangements entered in the Registers maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs.50000/- or more in respect of each party.

13. The company has not accepted any deposits from public within the meaning of provisions of section 58 A & Section 58 AA of the Companies Act, 1956.

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

15. As informed to us the company is not required to maintain cost accounts and records as prescribed by Central Government under section 290 (1)(d) of the Companies Act 1956.

16. According to the records of the company, statutory dues including Investor Education and Protection fund, Income Tax and other statutory dues have been generally deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2002 for a period of more than six months from the date of becoming payable.

17. The accumulated losses of the Company are not more than fifty percent of the net worth and the company hast incurred cash loss in current financial year, The Company has also incurred cash loss in the previous financial year.

18. In our opinion and according to the information and explanations given to us, Company has not defaulted in Repayment of any dues to financial institutions or banks

19. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

21. In our opinion the Company has maintained records of transactions and contracts in respect of investment in shares, mutual funds and other investments and generally timely entries have been made therein. All the shares, mutual funds and other investments held by the companies are in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956.

22. In our opinion. The company has not given any guarantee for loans taken by others from banks or financial institutions.

23. The Company has not raised any new term loans during the year.

24. On the basis of an overall examination of the Balance Sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on short term basis have not been used during the year for long term investment and vice versa.

25. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

26. The Company has not issued any debentures till date.

27. The Company has not raised any money by public issue during the year.

28. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted audit practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, not have we been informed of such case by the management.

For, Bhagat & Co

Chartered Accountants

Place : Ahmedabad

Dated : 01.09.2010 Sd/-

(S. Bhagat) Properietor

M.No. 52725