Auditor Report of Bentley Commercial Enterprises Ltd.

Mar 31, 2024

1. We have audited the accompanying Ind AS standalone financial statements of Bentley Commercial Enterprises
Limited ("the Company") which comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and
Loss including Other Comprehensive Income, the Cash Flow Statement, the Statement of Changes in Equity for the
year ended on that date, and a summary of the significant accounting policies and other explanatory information.

Opinion

2. In our opinion and to the best of our information and according to the explanations given to us, the accompanying
standalone financial statements give the information required by the Companies Act 2013 ("the Act"), in the
manner so required and give a true and fair view in conformity with Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31^st March, 2024, the Profit, total
comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

3. We conducted our audit of the standalone 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 Standalone 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 Act 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 on the standalone financial
statements.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the standalone financial statements of the current year. These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and in forming our opinion thereon, we do not provide a
separate opinion on these matters. We have determined the matters described below to be the key audit matters
to be communicated in our report.

Sr. No.	Key Audit Matter	Auditor''s Response
1	Nil

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

5. The Company''s Board of Directors is responsible for the preparation of 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 standalone financial statements and our auditor''s report
thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained during the course of our 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.

Management''s Responsibility for the Standalone Financial Statements

6. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of 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 including other comprehensive income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud 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 control, 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, 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.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

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

• Obtain an understanding of internal financial controls 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 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
standalone 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 standalone financial statements, including the
disclosures, and whether the standalone 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 standalone 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 & regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government in
terms of Section 143(11) of the Act and on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and explanations given to us, we give in the
Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

9. (A) 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 (including other comprehensive income), the Cash
Flow statement and the Statement of Changes in Equity dealt with by this report are in agreement with
the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards
specified under Section 133 of the Act.

e) On the basis of written representations received from the Directors as on 31^st March, 2024, taken on
record by the Board of Directors, none of the directors are disqualified as on 31^st 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 control over financial reporting of the Company
and the operative effectiveness of such controls, refer to our separate report in "Annexure II".

(B) With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to our best of our information and according

to the explanations given to us :

i. The Company does not have any pending litigation.

ii. The Company does not have any long-term contracts, including derivatives contracts for which there
were any material foreseeable losses.

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

iv. As per the management representation we report,

(a) no funds have been advanced or loaned or invested by the company to or in any other person(s)
or entities, including foreign entities ("Intermediaries"),with the understanding that the
intermediary shall whether directly or indirectly lend or invest in other persons or entities
identified in any manner by or on behalf of the company (Ultimate Beneficiaries) or provide any
guarantee, security or the like on behalf of the Ultimate beneficiaries.

(b) no funds have been received by the company from any person(s) or entities, including foreign
entities ("Funding Parties"),with the understanding that the such 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 guarantee,
security or the like on behalf of the Ultimate beneficiaries.

(c) Based on the audit procedures performed, we report that nothing has come to our notice that
has caused us to believe that the representations given under sub-clause (i) and (ii) of
Rule 11(e) by the management contain any material mis-statement.

v. Since the company has not declared or paid any dividend during the year, the question of commenting on
whether dividend declared or paid is in accordance with Section 123 of the Act does not arise.

vi. Based on the audit procedures performed in terms of Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account using accounting software which has a feature of recording
audit trail (edit log) facility with effect from 1st April 2023, we report that the company has maintained
the books of accounts in the software which has a feature of recording audit trail of transactions entered
in the software.

(C) With respect to the matters to be included in the Auditor''s Report in accordance with the requirements of

Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanation given to us, the company

has not paid any remuneration to its directors during the year.

For and on behalf of
B.L.Dasharda & Associates
Chartered Accountants
F.R. No.: 112615W

Sushant Mehta
Partner

Place : Mumbai M.No. : 112489

Dated : 21^st May, 2024

UDIN NO: 24112489BKANXB6539

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Mar 31, 2014

1. We have audited the accompanying financial statement of Bentley Commercial Enterprises Limited ("the Company") which comprise the Balance Sheet as at ajist March, 2014, lh& Statement of Profit and Loss.and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other e.pIanatory information, which we have signed under reference to this report.

Management Responsibility for'' the Financial Statements

2. The Company''s Management is responsible For the preparation of these financial statements that give a Lrue 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 of India (the "Act") read with the Genera] Circular 15/2013 dated 13th September, 2013 of the Ministry of .Corporate Affairs in respect of Section 133 of the-Companies Act,. 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal eonLro! 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 responsibility

3. 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. Fhose 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 misstatements,

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures- iti 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 Company''s internal control. An audit also includes evaluating the approprialerter of accounting polices used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements,

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us. the accompanying financial statements give the information required b> the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted In India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 3lst March, 2014; EL in the case of the Statement Profit and Loss, of the profit of the Company for the year ended on that date; and

iii. in the case of the Cash How Statement, of the cash flows of the Company for the year ended on that skac.

Report on Other Legal and Regulatory Reouirtnients

7. As required by the Companies (Auditor''s Report J Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4 A) of the Companies Act 1956 and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us. we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order:

8. 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 out knowledge and belief were necessary for the purposes of our audit:

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

c) The Balance Sheet, the Statement of Profit and Loss and Cash Flow statement dealt with by this report arc in agreement with the books of account;

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow- statement comply with the Accounting Standards notified under the Act read widi the General Circular 15/2013 dated 13th September. 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of written representations received from the Directors as on 31st March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 3 J st March, 2014 From being appointed as a Director in terms of Section 274( 1) (g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Annexerd to in paragraph 7 under line heading of "Report on Other Legal and Regulatory Requirements" of our report of even date On the basis of such checks as we considered appropriate and in terms of information and explanations given to us we slate that:

1. a) The Company has not granted any loans secured or unsecured, to companies: firms ar other parties covered in the register maintained under section 301 of the Companies Act,156. Therefore, the provisions of Clause (iii.a) to (iii.d) of paragraph 4 of the Order are not applicable and hence not commented upon

h) The Company ha-, taken interest free loan from one director listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount of loan outstanding during the year and the year-end outstanding is Rs. 50,000/-. The said Loans are at call and are interest free and there is no stipulation as to the repayment. hence clauses (ii) (iii)& (iv) do not apply,

2. there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to .the information and explanations given to us. there are-no transactions that need to be entered into tire register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable.

4. The Company has not accepted the Deposits from the public during the year.

In our opinion, the company has an adequate Internal audit system commemsurate with size- and nature of its business

6. a) According to the records of the Company, there were no undisputed amoums payable in respect oflneome Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and ¦Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months From the date they became applicable.

b) There is no disputed amounts payable in respect of Income Tax,. Sales Tax, Wealth Tax, Custom Duty. Excise Duty, Cess and Service Tax.

7. The Company does not have accumulated losses at the end of the financial year. The company has not incurred ea^h losses, during the current financial year and in the immediately preceding financial year.

8. In our upinion and according to the information and explanations given to us, the company does not have any ikies payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the has is
10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company,

11 In our opinion and according to the information and explanations given to us, the Cumpany has not dealt in shares during the year, All investments at the dose of the year are held in the name of the company.

12. In our opinion and according to die information and explanations given to us. company has pledged its own Investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima Facie, prejudicial to Ihe interests of the company except that the said pledged arc not covered by any security.

13. The company has not obtained any term Joan during the year.

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

15. The Company has not made any preferential allotment of shares to any parties and companies covered in ihe register maintained under Section 301 of the Companies Act, 1956 during Ihe year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i);(ii),(viii), (xix.) and (xx) of paragraph 4 of Companies (Auditors'' Report) Orderj2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

For and on behalf of B.L. Dasharda & Associates Chartered Accountants F, R. No.: 112615W

Sushant Metha Partner M No No: 112489

Place ; Mumbai Dated :30th May, 2014

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Mar 31, 2012

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2012 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto These financial statements are the responsibility of the company’s management Our responsibility is to express an opinion on these financial statements based on our audit

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

2 As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable

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

a We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account;

d In our opinion the Balance Sheet, Profit & Loss Account and cash flow dealt with by this report comply with the Accounting Standards referred to in Sub- Section (3C), of Section 211 of the Companies Act, 1956

e On the basis of written representation received from the directors, as on 31st March, 2012 an',' taken on record by the Board of Directors, we repcit that none cf the directors is disqualified as on 31st March 2012 from being aocointcd as a director in terms of clause (g) of sub-section (1) of section 274 Companies Act, 1956

f In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the significant accounting policies and other 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 the Balance Sheet of the State of affairs of the Company as at 31 st March,2012; and

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date

iii) in the case of cash of cash flow statement, of the cash flows for the year ended on that date Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2012 of

BENTLEY COMMERCIAL ENTERPRISES LIMITED

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

1 a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956 Thus clause (iii) (b) to (d) is not applicable

b) The Company had granted interest free unsecured loans to two companies listed in the register maintained under section 301 of the Companies Act, 1956 The loans of Rs 4,50,000/- was outstanding at the year end The maximum amount of loan outstanding during the year was Rs 4,50,000/-

c) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans

2 There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments

3 In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act In view of the above clause (v) (b) of para 4 of the order is not applicable

4 The Company has not accepted the Deposits from the public during the year

5 In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6 a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they became applicable

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax

7 The Company does not have accumulated losses at the end of the financial year The company has not incurred cash loss during the current financial year but has incurred cash los&i»4he immediately preceding financial year

8 In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders

9 The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year

10 The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company

11 In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year All investments at the close of the year are held in the name of the company

12 In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security

13 The company has not obtained any term loan during the year

14 On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment

15 The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year

16 During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year

17 Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors’ Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon

FOR AND ON BEHALF OF BL DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS FRN NO 112615W

Place : MUMBAI Dated :25th July, 2012

SUSHaM MEHTA PARTNER M NO 112489

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Mar 31, 2011

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2011 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditor's Report) Order. 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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. Profit & Loss Account and cash flow dealt with by this report arc in agreement with the books of account;

d. In our opinion the Balance Sheet. Profit & Loss Account and cash How dealt with by this report comply with the Accounting Standards referred to in Sub- Section (3C), of Section 211 of the Companies Act, 1956.

e. On the basis of written representation 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 Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the significant accounting policies and other 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 the Balance Sheet of the State of affairs of the Company as at 31st March-2011; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2011 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

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

1. a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act. 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company had granted interest free unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs. NIL/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs. 13.66,425/-.

c) In our opinion and according to the information and explanation given to us. the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 arc not prima facie, prejudicial to the interest of the companies.

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us. there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax. Wealth Tax. Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lal day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs.14.300/- which have remained outstanding as at the last day of financial year, for a period of more than six months from the date they become applicable.

b) There is no disputed amounts payable in respect of Income Tax. Sales Tax, Wealth Tax. Custom Duty. Excise Duty, Cess and Service Tax.

7. The Company has no accumulated losses at the end of the Financial Year. The company has incurred cash loss during the current financial year and no cash loss in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us. the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit found Nidhi or Mutual Benefit /society are not applicable to company.

11. In our opinion and according to the information and explanations given to us. the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us. company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, arc not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act. 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i).(ii).(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors' Report) Order.2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF B. L DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS FRN NO. 112615W

SUSHANT MEHTA PARTNER M.NO. 112489

Place: MUMBAI Dated: 25th MAY, 2011.

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Mar 31, 2010

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL ENTERPRISES LIMITED as at 31st March, 2010 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act. 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account:

d. In our opinion the Balance Sheet, Profit & Loss Account and cash flow dealt with by this report comply with the Accounting Standards referred to in Sub- Section (3C), of Section 211 of the Companies Act, 1956.

e. On the basis of written representation 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 3!st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the

explanations given to us, the said Accounts, read with the significant accounting policies and other 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 the Balance Sheet of the State of affairs of the Company as at 31st March,2010; and

ii) in the case of Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March, 2010 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

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

1. a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company has granted interest free unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act, 1956. The loans of Rs33,66,425/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs.33,18,946/-.

c) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie,

prejudicial to the interest of the companies.

d) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the at day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs. 11,800/- which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they become applicable .

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax .

7. The Company has no accumulated losses at the end of the Financial Year. The company has incurred cash loss during the current financial year and no cash loss in the immediately preceding financial year.

8. In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company,

11. In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors Report) Order.2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF

B. L DASHARDA &ASSOCIATES

CHARTERED/CCOUNTANTS

B. L. DASHARDA PARTNER

M.NO. 13708

FRN NO.112615W

Place: MUMBA1

Dated: 31st MAY, 2010.

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Mar 31, 2009

We have audited the attached Balance Sheet of BENTLEY COMMERCIAL KNTERPRISES LIMITED as at 31st March, 2009 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order, to the extent applicable.

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Profit & Loss Account and cash flow dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet, Profit & Loss Account and cash flow dealt with by this report comply with the Accounting Standards referred to in Sub- Section (3C), of Section 211 of the Act;

e. On the basis of written representation 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 Companies Act, 1956.

I. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, read with the significant accounting policies and other 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 the Balance Sheet of the State of affairs of the Company as at 31st March,2009; and

ii) in the case of Profit and Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 1 of our report of even date on the accounts for the year ended 31st March 2009 of BENTLEY COMMERCIAL ENTERPRISES LIMITED.

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

I a) The Company has not taken any loans from firms or companies listed in the register maintained under section 301 of the Companies Act, 1956. Thus clause (iii) (b) to (d) is not applicable.

b) The Company has granted an unsecured loans to one director and two companies listed in the register maintained under section 301 of the Companies Act,1956. The loans of Rs33,18,946/- was outstanding at the year end. The maximum amount of loan outstanding during the year was Rs.33,18,946/-

c ) In our opinion and according to the information and explanation given to us, the other terms and conditions on which loans have been granted to companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the companies.

(I) The loans granted by the company are at call and no stipulations have been made regarding repayment of loans.

2. There is an adequate internal control system commensurate with the size of the Company and the nature of its business for the income by way of Commission & purchase of investments.

3. In our opinion and according to the information and explanations given to us, there are no transactions that need to be entered into the register maintained under section 301 of the Act. In view of the above clause (v) (b) of para 4 of the order is not applicable..

4. The Company has not accepted the Deposits from the public during the year.

5. In our opinion, the company has an adequate Internal audit system commemsurate with size and nature of its business

6. a) According to the records of the Company, there were no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they became applicable other then Professional Tax amounting to Rs.9,300/- which have remained outstanding as at the lat day of financial year, for a period of more than six months from the date they become applicable .

b) There is no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Service Tax .

The Company has no accumulated losses as at 31st March,2009 and has not incurred my cash losses during the current financial year and in the immediately preceding financial year.

In our opinion and according to the information and explanations given to us, the company does not have any dues payable to the financial institutions or bank or debenture holders.

9. The Company has not granted any loans and advances on the basis of security by way of pledge of shares during the year.

10. The special Statute applicable to Unit Fund Nidhi or Mutual Benefit /society are not applicable to company.

11 In our opinion and according to the information and explanations given to us, the Company has not dealt in shares during the year. All investments at the close of the year are held in the name of the company.

12. In our opinion and according to the information and explanations given to us, company has pledged its own investments in shares towards loan taken by others from bank, the terms and conditions of the pledged, are not prima facie, prejudicial to the interests of the company except that the said pledged are not covered by any security.

13. The company has not obtained any term loan during the year.

14. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us there are no funds raised on short-term basis, which have been used for long-term investment.

15. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

16. During the course of our examination of the books and records of the company and according to information and explanations provided by the management, no fraud on or by the company was noticed or reported during the year.

17. Clauses (i),(ii),(viii), (xix) and (xx) of paragraph 4 of Companies (Auditors Report) Order,2003 are not applicable in the case of company for the current year, since in our opinion there is no matter to be reported thereon.

FOR AND ON BEHALF OF B. L DASHARDA & ASSOCIATES CHARTERED ACCOUNTANTS

B. L. DASHARDA, PARTNER M.NO. 13708.

Place : MUMBAI Dated : 30th JUNE, 2009.