Auditor Report of Vega Jewellers Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of M/s. Vega Jewellers Ltd (Formerly, PH
Trading Limited)(“the Company”), which comprise the Balance Sheet as on March 31, 2025, the
Statement of Profit and Loss(Including the statement of other comprehensive income), Cash Flow
statementand the statement of changes in Equity for the year then ended, and notes to the Financial
Statements, including a summary of the materialaccounting policies and other explanatory information
(hereinafter referred to as ‘‘the financial statements'''').

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, as amended
(“the Act”) in the manner so required and give a true and fair view in conformity with the Accounting
Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,2025, its profitincluding other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs)
specified under Section 143(10) of the Act. 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 theCompany in accordance with the “Code of Ethics” issued by The Institute of
Chartered Accountants of India (“ICAI”)together with the ethical requirements that are relevant to our
auditof the financial statements under the provisions of theAct, and the Rules thereunder, and we have
fulfilled our other ethicalresponsibilities in accordance with these requirements and the Codeof Ethics. We
believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our
audit opinion onthe financial statements.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the Ind AS Financial Statements of the current period. These matters were addressed in the
context of our audit of the Ind AS Financial Statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have determined that there are no key audit
matters to communicate in our report.

Other Matter:

The financial statements of the Company for the year ended March 31, 2024 were audited by another
auditor who expressed unmodified opinion on those financial statements vide their report dated 30th May
2024. Our opinion on the financial statements for the current year is not modified in respect of this matter.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Management and Board of Directors is responsible for the otherinformation. The other
information comprises the informationincluded in the Board''s Report including Annexures to Board''s
Report butdoes not include the financial statements and our auditor''sreport thereon.

Our opinion on the financial statements does not coverthe other information and we do not express any
form of assuranceconclusion 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 withthe financial
statements or our knowledge obtained duringthe course of our audit or otherwise appears to be materially
misstated.

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

Management’s and Board of Directors’ Responsibilities for the Financial Statements

The Company''s Management and Board of Directors is responsible for the matters statedin Section
134(5) of the Act with respect to the preparation andpresentation of these financial statementsthat give a
trueand fair view of the financial position, financial performance including other comprehensive income,
changes in equity and cash flows ofthe Company in accordance with the accounting principles
generallyaccepted in India, including the Indian accounting standards (Ind AS) specified underSection
133 ofthe Act read with (the companies (Indian Accounting standards) Rules, 2015. as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordancewith the
provisions of the Act for safeguardingthe assets of the Company and for preventingand detecting
fraudsand other irregularities; selection and application of appropriateaccounting policies; making
judgements and estimates that arereasonable and prudent; andthe design, implementation
andmaintenance of adequate internal financial controls, that wereoperating effectively for ensuring the
accuracy and completeness ofthe accounting records,relevant to the preparation and presentationof the
financial statements that give atrue and fair viewand are free from material misstatement, whether due to
fraud or error.In preparing the financial statements, Management and Board ofDirectors is responsible
forassessing the Company''s ability to continueas a going concern, disclosing, as applicable,matters
related to goingconcern and using the going concern basis of accounting unless themanagement either
intends to liquidate the Company or to ceaseoperations, or has no realisticalternative but to do so.

The company Management and Board of Directors is also responsible for overseeing the
Company''sfinancial reporting process.

Auditor’s Responsibilities for the Audit of the FinancialStatements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are
free from materialmisstatement, whether due to fraud or error, andto issue an auditor''sreport that includes
our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit
conducted inaccordance with SAs will alwaysdetect a material misstatement whenit exists.
Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate,
they could reasonably beexpectedto influence the economic decisions of users taken on thebasis of these
financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism 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 Act, we are also responsible
for expressing our opinion on whether the company has adequate Internal Financial Controls with
reference to Financial Statements 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 and Board of Directors.

• 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“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”
a 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 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, the Statement of Profit and Loss including the statement of other comprehensive
income, the Cash Flow statement and statement of changes in equity dealt with by this Report are in
agreement with the books of account;

d) In our opinion,theaforesaid Financial Statements comply with theInd AS specified 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 March 31,2025, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31,2025, 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 and the
operating effectiveness of such controls, refer to our separate report in “Annexure B” to this report;

g) With respect to the other matters to be included in the Auditor''s in the Auditor''s report in accordance
with the requirement of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to explanation given to us,
remuneration paid or payable by the company to the directors during the year is in accordance with
the section 197 of the Act read with Schedule V of the Act and the rules thereunder.

h) 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, as amended, 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 litigation 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 were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The management has represented that, to thebest of its knowledge and belief, other than
asdisclosed in the notes to the accounts, no fundshave been advanced or loaned or invested
(eitherfrom borrowed funds or share premium or anyother sources or kind of funds) by the
Companyto or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”),with
the understanding, whether recordedin writing or otherwise, that the Intermediaryshall,whether,
directly or indirectly, lend orinvest in other persons or entities identified inany manner whatsoever by
or onbehalf of theCompany (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on
behalf ofthe Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no fundshave been
received by the Company from anyperson(s) or entity(ies), including foreign entities(“Funding
Parties”), with the understanding,whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that we considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (a) and (b) contain any material misstatement.

v. No dividend declaredduring the year bythe Company.

vi. Based on our examination which included test checks, The Company has maintained its books of
account in accounting software which does not have an audit trail (edit log) feature as required under
Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended.

For Sagar and Associates

Chartered Accountants

FRN:003510S

Sd/-

A Manikanta Rayudu

M.No:243439

UDIN: 25243439BMIJKQ6703

Place: Hyderabad

Date:20-05-2025

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of PH Trading Limited (‘‘the
Company''''), which comprise the Balance Sheet as at 31st 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 standalone financial statements give the information required by the Companies Act,
2013 (“Act”) 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 March 31,2024,
and Profit, 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 (ICAI) 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 Ind AS Financial Statements of the current period. These matters were addressed in
the context of our audit of the Ind AS Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

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 Board''s Report including Annexures to Board''s Report,
and Shareholder''s Information, 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 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 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 Indian 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 of 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 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 skepticism 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.

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- “A” a 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 accounts 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, Statement of Changes in Equity and the
Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended.

(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 -B”.

(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 pending litigation as at 31.03.2024 which may impact its financial position.
The amount is not ascertainable. [Refer Note- 21(22)]

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

(iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the company.

(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest in other persons or entities identified in any manner
whatso-ever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the represen¬
tations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain
any material misstatement.

(v) The company has neither declared nor paid any dividend during the financial year. Hence
compliance in accordance with section 123 of the Companies Act, 2013 is not applicable.

(vi) (a ) Based on our examination, which include test checks, the company has used accounting
software 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 transaction 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.

(b) As proviso to Rule 3(1) of the Companies (Accounts) Rules,2014 is applicable from April 1,
2023, reporting under Rule 11(g) of Companies (Audit and Auditors) Rule, 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 Salarpuria & Partners
Chartered Accountants
Firm ICAI Reg. No.-302113E

Sd/-

Palak K. Dey
Chartered Accountant
Membership No- 053991

Place: Kolkata Partner

Date: 30.05.2024 UDIN: 24053991BKBJBC7904

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Mar 31, 2014

We have audited the accompanying financial statements of PH TRADING LIMITED, which comprise the Balance Sheet as at 31st march 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements .

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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,but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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. Basis of qualified opinion

Basis of qualified opinion

a) The company has granted unsecured loan to one of the company where two directors of the company are interested. However, the company has charged interest more than rate prescribed as bank rate by RBI and it is informed to us that the refund of loan is being mode {Refer Note 26(12)(F)}.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for possible effect of the matters stated in para (a) above, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b. In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003, issued by the Cenrtral 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 Sec 227(3) of the Act, we report that:

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

(ii) The report on the accountsof the branch offices audited under section 228 by a person other than the company''s auditor has been forwarded to us as required by clause ( c) of sub-section (3) of sec- tion 228 and have been dealt with in preparing our report in the manner considered necessary by us.

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

(iv) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply . with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written 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.

ANNEXXURE TO THE AUDITOR''S REPORT

1. (a) The Company has generally maintained proper records showing 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 programe, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) As explained to us, the Company has not disposed off any substantial pari of its fixed assets so as to affect its Going Concern.

2. (a) As explained to us, Inventories have been physically verified during the year at reasonable intervals by the management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the Inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its Inventory. Discrepancies, which were noticed on physical verification of-inventory as compared to book records, have been properly dealt with-in the books of account However, it is not material in nature.

3. (a) The Company has granted unsecured loan to one Company, covered in the register maintained U/s.301 of the Company Act 1956, the maximum balance outstanding at any time during the year and closing balance of such loan as on 31.03.2014 were Rs.5035137 and 5035137 respectively.

(b) In our opiniion, the rates of interest and terms and conditions on which loan have been given to the company listed in Register maintainned U/s. 301 of the Companies Act 1956 are not prima fade prejudicial to the interest of the company.

(c) The refund of principal amount of the loan and interest thereon as per the terms and conditions.

(d) There was no overdue amount of more than Rs. 1 Lakhs in respect of the above loan granted by the Company.

(e) The company has taken unsecured loans from Companies or Other Parties covered under the register maintained under Section 301 of the Act, viz.

Name of the Party Closing Maximum Balance Balance Outstanding as at 31.03.2014 during the year Rs. Rs.

Abhishek Chemicals Pvt. Ltd. 15,706,538 15,891,500

Abhishek Himatsingka 2,679,990 2,679,990

Himatsingka Chemicals Pvt. Ltd. 3,991,610 16,611,622

Prakash Himatsingka 13,879,315 13,879,315

Swan Silverwares Pvt. Ltd. 4,272,969 11,201,682

Variable Plaza Pvt. Ltd. 11,758,401 19,663,300

AH Chemicals Pvt. Ltd. 292,541 3,000,000

Welcome Suppliers Pvt. Ltd. 7,558,703 9,787,000

Jamuna Commodities Pvt. Ltd. 11,524,117 13,589,797

Davesh Developers Pvt. Ltd. 0 494,092

Devashree Himatsingka 0 4,925

Vikram Himatsingka (HUF) 0 15,493

Binayak Prasad Prakash Chandra 0 14,868

Nirmal Himatsingka Rice & Saw Mills 0 4,520

Avisek Himatsingka (HUF) 0 6,201

(f) In our opinion, the rates of interest and terms and conditions on which loan have been taken are not prima facie prejudicial to the interest of the company.

(g) The Company is regular in the payment of principal and interestas stipulated and there are no overdue amounts of loans taken from parties listed in the registers maintained under section301 of the Companies Act 1956.

4. In our opinion and according to the information and explanatios given to us, there is generally 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. During the course of our previous assessment, no weakness in internal contrl system had come to our notice.

5. ( a) On the basis of the audit procedures performed by us andaccording to the information, explanations and representations given to us,we are of the opinion that the particulars of contracts or arrangements which were required to be entered in the register maintained under Section 301 of the Said Act,have been so entered.

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

6. According to the information and explanations given to us, the Company has not accepted any deposits from public.

7. On the basis of the internal audit Reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The clause (viii) of paragraphs 4 of order is not applicable in respect of cost records.

9. ( a) The Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax,Wealth Tax,Custom Duty, Excise Duty, Cess and any other statutory dues,except slight delay noticed in payment of service tax liability.

(b) No undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2014 for a period pf more than six months.

(c) According .to the information and explanation given to us, there are no dues of Income Tax,Sales Tax, wealth Tax,Service Tax. Custom Duty,Excise Duty and Cess which have not been deposited on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year.The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceeding financial year.

11. On the basis of records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks or to a Financial Institution.

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintainance of adequate documents and records does not arise.

13. The company is not Chit Fund, Nidhi / Mutual Benefit Fund or Societies. Therefore, the provisions of Clause (xiii) of Paragraph 4 of the order are not applicable to the company.

14. The company is dealing in shares, securities, debentures and other investments and proper records have been maintained of the transactions and timely entries have been made therein and the company in its own name has held such shares, securities debentures and other investments but certain shares held as stock in trade subject to physical verification .

15 As per management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not taken any term loan, so the question about its applicability for the required purpose does not arise.

17. There are no funds raised on Short Term basis that have been used for Long Term investment.

18. No Share issues have been made during the year, so there could not have been any preferential allotment of shares to parties covered in the register maintained u/s. 301 of the Act.

19. The company did not have any outstanding Debentures during the Year.

20. No Public issues were made in this period, so end use of money utilization relating to the same does not arise.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the informations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

7, Chittaranjan Avenue, FOR SALARPURIA& PARTNERS Kolkata - 700 072 Chartered Accountants The 30th day of May, 2014 SARVESH KUMAR SINGH MEMBERSHIP NO. : 069367 Partner ICAIReg. No. 302113E

---

Mar 31, 2011

We have Audited the attached Balance Sheet of PH TRADING LTD. as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us. The Branch Auditors Reports have been forwarded to us and have been appropriately dealt with.

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

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

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

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

(c) in the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

i) a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) These fixed assets are physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) Substantial part of fixed assets has not been disposed off during the year and the going concern status of the company is not affected.

ii) a) Physical verification of inventory has been conducted at reasonable intervals by the Management In our opinion, the frequency of verification is reasonable.

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of the same.

iii) a) The company has not granted any loans, secured or unsecured to Companies, Firms or other Parties covered in the register maintained U/s. 301 of the Act and as such clauses iii(a) to iii(d) of the order are not applicable.

e) The company has taken unsecured loans from Companies, Firms or other Parties covered under the register maintained under Section 301 of the Act viz.



Name of the Party Opening Amt taken Amount Balance together with refunded as at 1.4.10 Interest during the Year



Abhishek Chemicals Pvt. Ltd. 15,754,978 107,501,657 111,450,644

Abishek Himatsingka 4,697,923 2,739,247 2,893,748

Himatsingka Chemicals Pvt. Ltd. 6,990,716 124,566,067 118,917,823

Prakash Himatstingka 9,347,699 4,212,835 4,296,883

Swan Silverwares Pvt Ltd. 9,751,996 51,388,241 46,450,820

variable Plaza Pvt Ltd. 4,993,695 37,266,021 24,970,797

AH Chemicals Pvt. Ltd. 1,204,916 310,066,745 310,839,675

Welcome Suppliers Pvt Ltd. 6,567,533 11,248,933 15,490,428

Jamuna Commodies Pvt Ltd 3,509,985 52,263,437 40,287,344

Davesh Developers Pvt Ltd. 381,258 124,020 107,660

Name of the Parly Closing Maximum Balance Balance as at during the 31.03.11 Year



Abhishek Chemicals Pvt Ltd. 11,805,991 27,944,976

Abhishek Himatsingka 4,743,422 5,034,283

Himatsingka Chemicals Pvt Ltd. 12,638,960 32,196,000

Prakash Himatsingka 9,263,651 9,371,835

Swan Silverwares Pvt Ltd. 14,689,417 26,592,500

Variable Plaza Pvt Ltd. 17,288,919 18,073,000

AH Chemicals Pvt Ltd. 431,986 2,826,916

Welcome Suppliers Pvt Ltd. 2,326,040 11,707,533

Jamuna Commodities pvt Ltd 15,486,078 31,359,985

Davesh Developers Pvt Ltd 3,976,178 404,020

f) In our opinion, the rates of interest and Terms & Conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

g) The Company is regular in the payment of Principal and interest as stipulated and there is no overdue amounts of loans taken from parties listed in the registers maintained under Section 301 of the Companies Act.

iv) There is an adequate internal control system commensurate with the size and the nature of its business or the purchase of inventory and fixed assets and for the sale of goods and service.

v) a) The contract or arrangement that need to be entered into a register in pursuance of sec. 301 have been so entered.

b) Transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted deposits from the public.

vii) The company has an internal audit system commensurate with its size and nature of business.

viii) The maintenance of cost records has not been prescribed by the Central Government U/s 209 (1)(d) of the Companies Act, 1956(1 of 1956). Therefore the Clause (viii) of paragraphs 4 of the aforesaid order is not applicable.

ix) a) The Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other Statutory dues.

b) No undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2011 for a period of more than six months.

c) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to any financial institution or banks during the year.

xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the question of maintenance of adequate documents and records does not arise.

xiii) The company is not Chit Fund, Nidhi / Mutual Benefit Fund or Societies. Therefore, the provisions of Clause (xiii) of Paragraph 4 of the order are not applicable to the company.

xiv) The company is dealing in shares, securities, debentures and other investments and proper records have been maintained of the transactions and timely entries have been made therein and the company in its own name has held such shares, securities debentures and other investments.

xv) As per management the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The company has not taken any term loan, so the question about its applicability for the required purpose does hot arise.

xvii) There are no funds raised on Short Term basis that have been used for Long Term investment.

xviii) No Share issues have been made during the year, so there could not have been any preferential allotment of shares to parties covered in the register maintained u/s. 301 of the Act

xix) The company did not have any outstanding Debentures during the Year.

xx) No Public issues were made in this period, so end use money utilization relating to the same does not arise.

xxi) No fraud on or by the company has been noticed or reported during the year.



FOR SALARPURIA & PARTNERS

7, Chittaranjan Avenue Chartered Accountants

Kolkata-700 072 NIHAR RANJAN NAYAK

The 30th day of May, 2011 MEMBERSHIP NO : 057076

Partner

---

Mar 31, 2010

We have Audited the attached Balance Sheet of PH TRADING LTD. as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us. The Branch Auditors Reports have been forwarded to us and have been appropriately dealt with.

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

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

(v) On the basis of written representations received from the Directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(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 cash flow statement, of the cash flows for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT

i) a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) These fixed assets are physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) Substantial part of fixed assets has not been disposed off during the year and the going concern status of the company is not affected.

ii) a) Physical verification of inventory has been conducted at reasonable intervals by the Management In our opinion, the frequency of verification is reasonable.

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

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of the same.

iii) a) The company has not granted any loans, secured or unsecured to Companies, Firms or other Parties covered in the register maintained U/s. 301 of the Act and as such clauses iii(a) to iii(d) of the order are not applicable.

e) The company has taken unsecured loans from Companies, Firms or other Parties covered under the register maintained under Section 301 of the Act viz.

Name of the Party Opening Amt taken Amount

Balance together with refunded

as at 1.4.09 Interest during the

Year

Abhishek Chemicals Pvt. Ltd. 19021209 114998864 118265095

Abishek Himatsingka 3766254 2136267 1004598

Davesh Developers Pvt Ltd. 481591 118064 218397

Himatsingka Chemicals Pvt. Ltd. 1105619 71544685 65659588

Prakash Himatstingka 2797728 10263563 3713592

Swan Silverwares Pvt Ltd. 14836741 69048329 74133074

variable Plaza Pvt Ltd. 8683795 11592439 15282539

AH Chemicals Pvt. Ltd. 903873 103097270 102796227

Welcome Suppliers Pvt Ltd. 17161749 39468246 50062462



Name of the Parly Closing Maximum

Balance Balance

as at during the

31.03.10 Year

Abhishek Chemicals Pvt Ltd. 15754978 30243000

Abhishek Himatsingka 4897923 4947050

Davesh Developers Pvt Ltd. 381258 466591

Himatsingka Chemicals Pvt Ltd. 6990716 19256000

Prakash Himatsingka 9347699 9438555

Swan Silverwares Pvt Ltd. 9751996 22236500

Variable Plaza Pvt Ltd. 4993695 10973000

AH Chemicals Pvt Lid. 1204916 2958873

Welcome Suppliers Pvt Lid. 6567533 17111749

f) In our opinion, the rates of interest and Terms & Conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

g) The Company is regular in the payment of Principal and interest as stipulated and there is no overdue amounts of loans taken from parties listed in the registers maintained under Section 301 of the Companies Act.

iv) There is an adequate internal control system commensurate with the size and the nature of its business or the purchase of inventory and fixed assets and for the sale of goods and service.

v) a) The contract or arrangement that need to be entered into a register in persuance of sec. 301 have been so entered.

b) Transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted deposits from the public.

vii) The company has an internal audit system commensurate with its size and nature of business.

viii) The maintenance of cost records has not been prescribed by the Central Government U/s 209 (1)(d) of the Companies Act, 1956(1 of 1956). Therefore the Clause (viii) of paragraphs 4 of the aforesaid order is not applicable.

ix) a) The Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other Statutory dues.

b) No undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2010 for a period of more than six months.

c) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to any financial institution or banks during the year.

xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the question of maintenance of adequate documents and records does not arise.

xiii) The company is not Chit Fund, Nidhi / Mutual Benefit Fund or Societies. Therefore, the provisions of Clause (xiii) of Paragraph 4 of the order are not applicable to the company.

xiv) The company is dealing in shares, securities, debentures and other investments and proper records have been maintained of the transactions and timely entries have been made therein and the company in its own name has held such shares, securities debentures and other investments.

xv) As per management the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The company has not taken any term loan, so the question about its applicability for the required purpose does hot arise.

xvii) There are no funds raised on Short Term basis that have been used for Long Term investment.

xviii) No Share issues have been made during the year, so there could not have been any preferential allotment of shares to parties covered in the register maintained u/s. 301 of the Act

xix) The company did not have any outstanding Debentures during the Year. xx) No Public issues were made in this period, so end use money utilization relating to the same does not arise.

xxi) No fraud on or by the company has been noticed or reported during the year.

FOR SALARPURIA & PARTNERS

7, Chittaranjan Avenue Chartered Accountants

Kolkata-700 072 NIHAR RANJAN NAYAK

The 31st day of May, 2010 Partner

---

Mar 31, 2009

We have Audited the attached Balance Sheet of PH TRADING LTD. as at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto and the cash flow statement for the period ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-, section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branch not visited by us. The Branch Auditors Reports have been forwarded to us and have been appropriately dealt with.

(iii) The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches.

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

(v) On the basis of written representations received from the Directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of Clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

(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 cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

i) a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) These fixed assets are physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) Substantial part of fixed assets has not been disposed off during the year and the going concern status of the company is not affected.

ii) a) Physical verification of inventory has Deen conduced at reasc/rable intervals by the Management In our opinion, the frequency of verification is reasonable.

b) The procedures for verification of inventory followed by the management are reasonable and adequate in /elation to the size of the company and the nature of its business.

c) The company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of the same.

iii) a) The company has not granted any loans, secured or unsecured to Companies, Firms or other Parties covered in the register maintained U/s. 301 of the Act and as such clauses iii(a) to iii(d) of the order are not applicable.

e) The company has taken unsecured loans from Companies, Firms or other Parties covered under the register maintained under Section 301 of the Act viz.



Name of the Party Opening Amt taken Amount Balance togetherwith paid as at 1.4.08 Interest

Abhishek Chemicals FM. Ltd. 23,664,453 134,813,062 139,456,306

AbishekHimatsingka 1,428,885 5,274,163 2,936,794

Davesh Developers Pvl Ltd. 345,214 490,242 353,865

Himatsingka Chemicals PvtLtd.16,354,088 92,112,242 107,360,711

PrakashHimatsingka 4,337,538 7,075,057 8,614,859

Swan Silverwares PvtLtd. 15,824,442 37,952,634 38,940,335

Variable Plaza PvtLtd. 18,975,536 41,332,650 51,624,391

AH Chemicals PvtLtd. 3,005,682 82,910,835 85.012,644

Welcome Suppliers PvtLtd. - 49,068.372 31,906,623

83,935,838 451,029,257 466,206,528



Name of the Party Closing Balance Balance during as at the year 31.03.09

Abhishek Chemicals FM. Ltd. 19,021,209 31,429,453

AnsnekrlmalsingKa 3,766,254 3,766,254

Davesh Developers PvL Ltd. 481,591 590,000

Himatsingka Chemicals Pvt Ltd. 1,105,619 32,171,000

PrakashHimatsingka 2,797,736 6,285,000

Swan Silverwares PvL Ltd. 14,836.741 19,029,442

Variable Plaza Pvt Ltd. 8,683,795 23,845,536

AH Chemicals Pvt Ltd. 903,873 3,005,682

Welcome Suppliers Pvt Ltd. 17,161.749 30.175.000

68,758,567 150,297,367

f) In our opinion, the rates of interest and Terms & Conditions on which loan have been taken are not prima facie prejudicial to the interest of the Company.

g) The Company is regular in the payment of Principal and interest as stipulated and there is no overdue amounts of loans taken from parties listed in the registers maintained under Section 301 of the Companies Act.

iv) There is an adequate internal control system commensurate with the size and the nature of its business or the purchase of inventory and fixed assets and for the sale of goods and service.

v) a) The contract or arrangement that need to be entered into a register in persuance of sec. 301 have been so entered.

b) Transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted deposits from the public.

vii) The company has an internal audit system commensurate with its size and nature of business.

viii) The maintenance of cost records has not been prescribed by the Central Government U/s 209 (1 )(d) of the Companies Act, 1956 (1 of 1956). Therefore the Clause

(viii) of paragraphs 4 of the aforesaid order is not applicable.

ix) a) The Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other Statutory dues.

b) No undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2009 for a period of more than six months.

c) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi) The company has not defaulted in repayment of dues to any financial institution or banks during the year.

xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the question of maintenance of adequate documents and records does not arise.

xiii) The company is not Chit Fund, Nidhi / Mutual Benefit Fund or Societies. Therefore, the provisions of Clause (xiii) of Paragraph 4 of the order are not applicable to the company.

xiv) The company is dealing in shares, securities, debentures and other investments and proper records have been maintained of the transactions and timely entries have been made therein and the company in its own name has held such shares, securities debentures and other investments.

xv) As per management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The company has not taken any term loan, so the question about its applicability for the required purpose does not arise.

xvii) There are no funds raised on Short-Term basis that have been used for Long Term investment xviii) The Company has not made any preferential allotment of shares to parties covered in the Register maintained U/s. 301 of the Act.

xix) The company did not have any outstanding Debentures during the Year.

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

xxi) No fraud on or by the company has been noticed or reported during the year.

FOR SALARPURIA & PARTNERS

7, Chittaranjan Avenue Chartered Accountants

Kolkata-700 072 ARAB1NDA GHOSH

The 30th day of June, 2009 Partner