Auditor Report of Bombay Potteries & Tiles Ltd.

Mar 31, 2023

M/S. BOMBAY POTTRIES & TILES LTD.

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of M/S. BOMBAY POTTRIES & TILES LTD (‘the Company”), which comprise the Balance Sheet as at 31st March 2023 and the Statement of Profit and Loss, Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2023, and its profit, for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statement in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies 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 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 Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s 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 financial statements.

Other Information

The Company’s management and Board of Directors are responsible for the: qtt^r information. The other information comprises the information included in the Bqard''s ''report-including Annexures^B©§.rd Report, Corporate Governance and Shareholders Information buf does not include ttf&fj^&fei^statements and our auditor’s report thereon. ; ''^A’^ute,(l"^ld >. T

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Our opinion on the financial statements does not cover the other information and we do not and will 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 during the course of the audit or otherwise appears to be materially misstated.

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

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

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

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

These Board of Directors are 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 jwdgffffnT^qd 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 from the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order-), issued by the _;:Cfe%^^overnment of India in terms of Section 143(11) of the Act, we g1vejn;“Ann$xure A" a Statement on the matters specified in paragraphs 3 and 4 of the Order, textent applicable.

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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 oest 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 and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2023 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"

3. 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:

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

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

c. As at the year end, there were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

d. 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 whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

e. 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 security or the

. like on behalf of the Ultimate Beneficiaries;

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f. 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 representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (iii) and (iv) above, contain any material misstatement.

g. No dividend has been declared during the year.

4. With respect to the matter to be included in the Auditors’ Report under Section 197(16) of the Act, and according to the information and explanations given to us, we state that no remuneration has been paid to the directors of the Company.

.For RAJESH VAKIL AND CO.,

Chartered Accountants 108437W

(mumbai) °I

JAINA AGARWAL ‘

[ Partner] ''

(Membership No. 42291)

Place : Mumbai

Dated : 27.05.2023

UDIN : Uo4Zl

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Mar 31, 2014

We have audited the accompanied accompanying financial statements of BOMBAY POTTERIES & TILES LIMITED("the Company"), which comprises 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 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 ( 3 C ) of section 211 of the Companies Act, 1956 ( " the Act") read with the General Circular No. 15/2013 dated September 13,2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013.The 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 of material misstatement An audit involves performing procedures to obtain audit evidence about the accounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risks assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 31st March, 2014;

ii) in the case of the Statement of Profit and Loss , of the loss for the year ended on that date; and

iii) 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 Central Government of India in terms of sub-section (4A) of Section 227 of the Act hereinafter referred to as the "Order"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Sub Section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular no.15/2013 dated Septemberl3,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013.

e) On the basis of the 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 31st March, 2014 from being appointed as a director in terms of Section 274 (1) (g) of the Act.

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

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

(ii) The physical verification of fixed assets was carried out during the year, which, in our opinion, is reasonable considering the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(iii) No substantial / major part of fixed assets has been disposed off during the year.

2. As informed the Company does not have any inventory and as such,Clause 4 (ii) (a) to 4 (ii) (c) of the Order are not applicable

3. a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from two directors covered in the Register maintained under Section 301 of the Act and there are no terms and conditions specified in the said loan. The maximum amount involved during the year was Rs 1,11,13,365 as at 31.03.2014 and the year end balance was Rs. 6,13,364. Thus the terms and conditions are not Prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. In our opinion and according to the information and explanations given to us.There are no transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lacs entered into during the financial year.

6. The Company has not accepted any deposits within the meaning of the section 58A, 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company does not have any formal internal audit system. However, as explained to us, effective internal control is being exercised departmentally.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any products of the Company.

9. (i) The Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(ii) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses as at 31st March, 2014 of the Company are less than fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13. As the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company, the provisions of Clause 4 (xiii) are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the Order are not applicable to the Company.

15. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of Clause 4 (xv) of the Order are not applicable to the Company.

16. The Company has not raised any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of the cash flow statement and the balance sheet of the Company, in our opinion, the funds raised on short term basis have, not been used for long term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act. Accordingly the provisions of the Clause 4 (xviii) of the Order are not applicable to the Company.

19. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and as at the year end. Accordingly, the provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20. The Company has not raised any money by way of pubic issue during the year. Accordingly, the provisions of Clause 4 (xx) of the Order are not applicable to the Company.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For NARENDRA ANIL & ASSOCIATES Firm Registration No.; 116390W Chartered Accountants

ANIL J. SHAII Partner (Membership No. 11584)

Place: Mumbai, Dated: 30th May,2014

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Mar 31, 2013

Report on the Financial Statements -

We have audited the accompanied accompanying financial statements of BOMBAY POTTERIES & TILES LIMITED ("the Company"), which comprises the Balance Sheet as at 31s1 March, 2013, 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 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 ( 3 C ) of section 211 of the Companies Act, 1956 ( " the Act") .The 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 of material misstatement.

An audit involves performing procedures to obtain audit evidence about the accounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of risks of material misstatement of the financial .

statements, whether due to fraud or error. In making those risks assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 31st March, 2013;

ii) in the case of the Statement of Profit and Loss , of the loss for the year ended on that date; and

iii) 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 Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure on the matters specified in paragraphs 4 and 5 of the Order, to the extent applicable.

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

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

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

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

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

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

(ii) The physical verification of fixed assets was carried out during the year, which, in our opinion, is reasonable considering the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(iii) No substantial / major part of fixed assets has been disposed off during the year.

2. As informed the Company does not have any inventory and as such, Clause 4 (ii) (a) to 4 (ii) (c) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable

3. a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from two directors covered in the Register maintained under Section 301 of the Act and there are no terms and conditions specified in the said loan. The maximum amount involved during the year was Rs 10878126 as at 31.03.2013 and the yearend balance was Rs 10878126. Thus the terms and conditions are not Prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. In our opinion and according to the information and explanations given to us. There are no transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lacs entered into during the financial year.

6. The Company has not accepted any deposits within the meaning of the section 58A, 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company does not have any formal internal audit system. However, as explained to us, effective internal control is being exercised departmentally.

8. (i) The Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(ii) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of any dispute.

9. In our opinion, the accumulated losses as at 31st March, 2013 of the Company are less than fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

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

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

12. The Company has not raised any term loan during the year.

13. According to the information and explanations given to us and on an overall examination of the cash flow statement and the balance sheet of the Company, in our opinion, the funds raised on short term basis have, not been used for long term investment.

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

15. The Company has not issued any debentures during the year.

16. The Company has not raised any money by way of pubic issue during the year.

17. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For NARENDRA ANIL & ASSOCIATES

Firm Registration No.; 116390W

Chartered Accountants



ANIL J. SIIAH

Partner

(Membership No. 11584)

Place: Mumbai,

Dated: 29th May,2013 .

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Mar 31, 2012

1. We have audited the attached Balance Sheet of BOMBAY POTTERIES & TILES LIMITED as at 31st March, 2012, the Profit and Loss Account and aisothe 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & 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 Act, to the extent applicable.

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

f) The Company has not complied with the provisions of Section 80 of the Act inasmuch as that it has neither redeemed the 12% Cumulative Preference Shares amounting to Rs.19,00,000 (cumulative dividend thereon: Rs.22,80,000), nor taken approval from Company Law Board to extend the period of redemption, (Refer Note No. 18 (a)).

g) Subject to the matters referred to at paragraph 4 (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes thereon and those appearing elsewhere in the accounts, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31st MARCH, 2012 OF BOMBAY POTTERIES & TILES LIMITED.

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

1. (i) The Company has maintained proper records showing full particulars including

quantitative details and situation of fixed assets.

(ii) The physical verification of fixed assets was carried out during the year, which, in our opinion, is reasonable considering the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(iii) No substantial / major part of fixed assets has been disposed off during the year.

2. As informed the Company does not have any inventory and as such, Clause 4 (ii) (a) to 4 (ii) (c) of the Companies (Auditor's Report) Order, 2003 ( as amended) are not applicable

3. a) The Company has not granted any loans, secured or unsecured, to Companies, firms

or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from one director covered in the Register maintained under Section 301 of the Act and there are no terms and conditions specified in the said loan. T he maximum amount involved during the year was Rs 10562026 as at 31.03.2012 and the year end balance was Rs 10562026. Thus the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. In our opinion and according to the information and explanation given to us.

There are no transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lakhs entered into during the financial year.

6. The Company has not accepted any deposits within the meaning of the section 58A, 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company does not have any formal internal audit system, However, as explained to us, effective internal control is being exercised departmentally.

8. (i) The Company is generally regular in depositing undisputed statutory dues including

Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(ii) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of any dispute.

9. In our opinion, the accumulated losses as at 31st March, 2012 of the Company are less than fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

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

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

12. The Company has not raised any term loan during the year.

13. According to the information and explanations given to us and on an overall examination of the cash flow statement and the balance sheet of the Company, in our opinion, the funds raised on short term basis have, not been used for long term investment.

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

15. The Company has not issued any debentures during the year.

16. The Company has not raised any money by way of pubic issue during the year,

17. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ANIL JAYKANT & CO.

Firm Registration No.; 100437W

Chartered Accountants

ANIL 3. SHAH Proprietor

(Membership No. 11584)

Place : Mumbai

Dated : 30th August,2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of BOMBAY POTTERIES & TILES LIMITED as at 31st March, 2011, the Profit and Loss Account and also 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & 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 Act, to the extent applicable.

e) On the basis of the 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 of the Company in terms of Section 274(l)(g)of the Act.

f) The Company has not complied with the provisions of Section 80 of the Act inasmuch as that it has neither redeemed the 12% Cumulative Preference Shares amounting to Rs. 19,00,000 (cumulative dividend thereon: Rs.22,80,000), nor taken approval from Company Law Board to extend the period of redemption. (Refer Note No. 2 in Schedule 'M' to the Financial Accounts).

g) Subject to the matters referred to at paragraph 4 (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes appearing in Schedule 'M' and those appearing elsewhere in the accounts, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31st MARCH, 2011 OF BOMBAY POTTERIES & TILES LIMITED.

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

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

(ii) The physical verification of fixed assets was carried out during the year, which, in our opinion, is reasonable considering the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(iii) No substantial / major part of fixed assets has been disposed off during the year.

2. As informed the Company does not have any inventory and as such,Clause 4 (ii) (a) to 4 (ii) (c) of the Companies (Auditor's Report) Order, 2003 ( as amended) are not applicable

3. a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from one director covered in the Register maintained under Section 301 of the Act and there are no terms and conditions specified in the said loan. The maximum amount involved during the year was Rs. 10427399 as at 31.03.2011 .and the year end balance was Rs. 10427399. Thus the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. In our opinion and according to the information and explanation given to us.

There are no transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lakhs entered into during the financial year.

6. The Company has not accepted any deposits within the meaning of the section 5 8A, 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company does not have any formal internal audit system. However, as explained to us, effective internal control is being exercised departmentally.

8. (i) The Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(ii) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, and Cess which have not been deposited on account of any dispute.

9. In our opinion, the accumulated losses as at 31st March, 2011 of the Company are less than fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

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

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

12. The Company has not raised any term loan during the year.

13. According to the information and explanations given to us and on an overall examination of the cash flow statement and the balance sheet of the Company, in our opinion, the funds raised on short term basis have, not been used for long term investment.

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

15. The Company has not issued any debentures during the year.

16. The Company has not raised any money by way of pubic issue during the year.

17. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ANIL JAYKANT & CO. Firm Registration No.; 100437W Chartered Accountants

ANIL J. SHAH Proprietor (Membership No. 11584)

Place: Mumbai, Dated: 2nd September 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of BOMBAY POTTERIES & TILES LIMITED as at 31st March, 2010, the Profit and Loss Account and also 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.

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

3. As required by the Companies (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 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

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

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

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

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

d) In our opinion, the Balance Sheet, Profit & 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 Act, to the extent applicable.

e) On the basis of the 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 of the Company in terms of Section 274(l)(g)oftheAct.

f) The Company has not complied with the provisions of Section 80 of the Act inasmuch as that it has neither redeemed the 12% Cumulative Preference Shares amounting to Rs. 19,00,000 (cumulative dividend thereon: Rs.22,80,000), nor taken approval from Company Law Board / National Company Law Tribunal to extend the period of redemption. (Refer Note No. 2 in Schedule L to the Financial Accounts).

g) Subject to the matters referred to at paragraph 4 (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant accounting policies and other notes appearing in Schedule L and those appearing elsewhere in the accounts, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31st MARCH, 2010 OF BOMBAY POTTERIES & TILES LIMITED.

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

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

(ii) The physical verification of fixed assets was carried out during the year, which, in our opinion, is reasonable considering the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(iii) No substantial / major part of fixed assets has been disposed off duringthe year.

2. (i) The inventory (flat) has been physically verified by the management at

reasonable intervals during the year.

(ii) In our opinion, the procedures of physical verification of inventory (flat) followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) On the basis of examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. No discrepancies have been noticed on physical verification between the physical stocks and the book records.

3. a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under Section 301 of the Act.

b) The Company has taken unsecured interest free loan from two directors covered in the Register maintained under Section 301 of the Act and there are no terms and conditions specified in the said loan. The maximum amount involved during the year was Rs 1839224/- as at 31.03.2010.and the year end balance was Rs Nil. Thus the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weaknesses have been noticed in the internal control system.

5. According to information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that Section. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits within the meaning of the section 5 8A, 58AA or any other relevant provisions of the Act and rules framed there under.

7. The Company does not have any formal internal audit system. However, as explained to us, effective internal control is being exercised departmentally.

8. (i) The Company is generally regular in depositing undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues applicable to the Company with appropriate authorities. No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

(ii) According to the records of the Company, there are no dues of Income Tax, Sales Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty, Cess which have not been deposited on account of any dispute.

9. In our opinion, the accumulated losses as at 31st March, 2010 of the Company are less than fifty percent of its net worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial year.

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

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

12. The Company has not raised any term loan during the year.

13. According to the information and explanations given to us and on an overall examination of the cash flow statement and the balance sheet of the Company, in our opinion, the funds raised on short term basis have, not been used for long term investment.

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

15. The Company has not issued any debentures during the year.

16. The Company has not raised any money by way of pubic issue during the year.

17. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ANIL JAYKANT & CO.

Chartered Accountants

ANIL J. SHAH Proprietor (Membership No. 11584)

Place: Mumbai,

Dated: 2nd September 2010