Auditor Report of FGP Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS financial
statements of FGP LIMITED (hereinafter referred to as
"the Company"), which comprise the Balance Sheet as at
March 31 2025, the Statement of Profit & Loss (including
Other Comprehensive Income), Statement of Changes
in Equity and the Statement of Cash Flows for the year
ended, and a summary of material accounting policies and
other explanatory information (hereinafter referred to as
the "financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
Ind AS 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 the Indian Accounting Standards prescribed under
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 March 31,
2025 and its Loss and total comprehensive loss (including
other comprehensive income), the changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements
in accordance with the Standards on Auditing ("SA"
s) specified under section 143(10) of the Companies
Act,2013. Our responsibilities under those Standards
are further described in the Auditor''s Responsibilities
for the Audit of the Ind AS 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 Ind AS financial statements under the provisions of
the Companies Act,2013 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 audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the

Ind AS financial statements of the current period. These
matters were addressed in the context of our audit of the
Ind AS financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

We have determined that there are no key audit matters
to communicate in our report for the year ended March
31,2025.

Information Other than the Ind AS financial statements
and Auditor''s Report Thereon

The Company''s Management and Board of Directors are
responsible for the preparation of other information. The
other information comprises the information included in
the Annual Report, for example Management Discussion
and Analysis, Board''s Report including Annexures to
Board''s Report, Business Responsibility Report, Corporate
Governance and Shareholder''s Information, but does
not include the financial statements and our auditor''s
report thereon. The Annual report is expected to be made
available to us after the date of this report.

Our opinion on the Ind AS 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 Ind AS financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the Ind AS financial
statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated.

When we read Annual Report, if we conclude that there
is a material misstatement therein, we are required
to communicate the matter to those charges with
governance and take necessary actions as applicable
under the relevant laws and regulations.

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

The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of the Companies
Act,2013 ("the Act") with respect to the preparation of
these Ind AS financial statements that give a true and
fair view of the financial position, financial performance,
including other comprehensive income, changes in equity
and cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted in
India, including the accounting Standards specified under
section 133 of the Act.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
implementation and maintenance 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 Ind AS financial statements that give a
true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the Ind AS financial statements, the Board
of Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using
the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do
so.

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

Auditor''s Responsibilities for the Audit of the Ind AS
financial statements

Our objectives are to obtain reasonable assurance about
whether the Ind AS 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
Ind AS 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 Ind AS 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 Ind AS 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 Ind AS financial statements, including
the disclosures, and whether the Ind AS financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
financial statements that, individually or in the aggregate,
makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements
in the financial statements.

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 Ind AS financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor''s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11)
of section 143 of the Companies Act, 2013, we give
in the "Annexure A", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

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

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

b) In our opinion, proper books of 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 &
Loss, Statement of Changes in Equity and the
Cash Flow Statement dealt with by this Report
are in agreement with the books of account.

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

e) On the basis of the written representations
received from the directors as on March 31,2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2025 from being appointed as a director in terms
of Section 164 (2) of the Act.

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

unmodified opinion on the adequacy and
operating effectiveness of the Company''s internal
financial controls over financial reporting.

g) With respect to the other matters to be included
in the Auditor''s Report in accordance with 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 explanations given to us,
no remuneration has been paid by the Company
to any of its directors. Accordingly, provisions of
Section 197 of the Act relating to remuneration
to directors are not applicable.

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our
information and according to the explanations
given to us:

i. The Company has disclosed impact of all
pending litigations which would impact its
financial position in its financial statements.

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

iii. There was no amount which was required to
be transferred to the Investor Education and
Protection Fund by the Company during the
year.

iv. a. The Management has represented that,

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

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

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

v. The Company has not proposed or declared
or paid any Final or Interim Dividend during
the year.

vi. Based on our examination of the books
of account and other relevant records

of the Company, and according to the
information and explanations given to us,
and as mentioned in notes to account no.
44 and 45, we report that the Company has
used accounting software for maintaining
its books of account which has a feature of
recording audit trail (edit log) facility.

Further, in accordance with the requirements
of the proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014, applicable with
effect from April 1, 2023, the audit trail
feature has been operated throughout the
financial year ended March 31, 2025, for all
transactions recorded in the software, and
the audit trail has not been tampered with
and the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.

For MVK Associates

Chartered Accountants
Firm Registration No.: 120222W

CA. R. P. Ladha

Partner

Membership No.048195
UDIN : 25048195BMIFGD1845
Place : Mumbai
Date : 9^th May, 2025

---

Mar 31, 2024

We have audited the accompanying financial statements
of FGP LIMITED (hereinafter referred to as "the Company"),
which comprise the Balance Sheet as at 31st March
2024, the Statement of Profit & Loss (including Other
Comprehensive Income), Statement of Changes in Equity
and the Statement of Cash Flows 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 (the "Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under 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 March 31, 2024 and
its Profit, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements
in accordance with the Standards on Auditing ("SA"s)
specified under section 143(10) of the Companies
Act,2013. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the
Audit of the financial statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Companies
Act, 2013 and the Rules 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 obtained by us is sufficient
and appropriate to provide a basis for our opinion on the
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Ind AS financial statements of the current

period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.

We have determined that there are no key audit matters to
communicate in our report for the year ended 31st March,
2024.

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

The Company''s Management and Board of Directors are
responsible for the preparation of other information. The
other information comprises the information included in
the Annual Report, for example Management Discussion
and Analysis, Board''s Report including Annexures to
Board''s Report, Business Responsibility Report, Corporate
Governance and Shareholder''s Information, but does
not include the financial statements and our auditor''s
report thereon. The Annual report is expected to be made
available to us after the date of this report.

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

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

When we read Annual Report, if we conclude that there
is a material misstatement therein, we are required
to communicate the matter to those charges with
governance and take necessary actions as applicable
under the relevant laws and regulations.

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

The Company''s Board of Directors is responsible for
the matters stated in section 134(5) of the Companies
Act,2013 ("the Act") with respect to the preparation of
these Ind AS financial statements that give a true and
fair view of the financial position, financial performance,
including other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate implementation
and maintenance 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 Ind AS 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 the Management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the financial
statements

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

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

• Identify and assess the risks of material misstatement
of 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 Ind AS 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 Ind AS financial statements, including
the disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
financial statements that, individually or in the aggregate,
makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements
in the financial statements.

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

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements

of the current period and are therefore the key audit
matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order"), issued by the Central
Government of India in terms of sub-section (11)
of section 143 of the Companies Act, 2013, we give
in the "Annexure A", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

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

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

b) In our opinion, proper books of 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 &
Loss, Statement of Changes in Equity and the
Cash Flow Statement dealt with by this Report
are in agreement with the books of account.

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

e) On the basis of the written representations
received from the directors as on 31st March,
2024 taken on record by the Board of Directors,
none of the directors is disqualified as on 31st
March, 2024 from being appointed as a director
in terms of Section 164 (2) of the Act.

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

g) With respect to the other matters to be included

in the Auditor''s Report in accordance with 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 explanations given to us,
no remuneration has been paid by the Company
to any of its directors. Accordingly, provisions of
Section 197 of the Act relating to remuneration
to directors are not applicable.

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our
information and according to the explanations
given to us:

i. The Company has disclosed impact of all
pending litigations which would impact its
financial position in its financial statements.

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

iii. There was no amount which was required to
be transferred to the Investor Education and
Protection Fund by the Company during the
year.

iv. a. The Management has represented that,

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

b. The Management has represented, that,
to the best of its knowledge and belief,
no funds (which are material either
individually or in the aggregate) have
been received by the Company from

any person or entity, including foreign
entity ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

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

v. The Company has not proposed or declared
or paid any Final or Interim Dividend during
the year.

vi. Based on our examination, which included
test checks, the Company has used
accounting softwares for maintaining its
books of account for the financial year

ended March 31, 2024 which has a feature
of recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
softwares. Further, during the course of our
audit we did not come across any instance
of the audit trail feature being tampered
with.

As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from April
1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory
requirements for record retention is not
applicable for the financial year ended March 31,
2024.

For MVK Associates

Chartered Accountants
Firm Registration No.: 120222W

CA. R. P. Ladha

Partner

Membership No.048195
UDIN:24048195BKEZQL5922
Place : Mumbai
Date : 03^rd May, 2024

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of FGP Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its statement of loss and its 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in the financial statements.

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under The Annexure referred to 'Report on Other Legal and Regulatory Requirements' Section of our report of even date)

Matters specified in clause (ii) and (vi) of paragraph 1 of the Order does not apply to the Company.

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

(b) As explained to us, physical verification of fixed assets was conducted by the management during the year. No material discrepancies were noticed on such physical verification.

ii. The Company has not granted any loans, secured or unsecured, during the year to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, sub-clause (a) and (b) are not applicable.

iii. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

iv. The Company has not accepted any deposits from the public.

v. (a) According to the records of the Company,the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it.Based on our audit procedures and according to the information and explanations given to us,there are no arrears of undisputed statutory dues which remained outstanding as 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the records made available to us and the information and explanations given by the management, there are no material dues of sales tax or wealth tax or service tax or duty of custom duty or excise duty or value added tax or cess, which have not been deposited with appropriate authorities on account of any dispute . However according information and explanation given to us income tax have not been deposited by the Company on account of dispute as per details given below.

Name of Nature of Amount Forum where the Statute the Dues (Rs. In Lacs) dispute is pending

Income tax Tax and 30.54 Commissioner Act, 1961 Interest (Appeals)

(c) There are no amounts which are required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

vi. The Company has accumulated losses at the end of the financial year which are more than fifty percent of its net worth and has incurred cash losses during the financial year and has also incurred cash losses in the financial year immediately preceding such financial year.

vii. The Company has not taken any loans from any banks or financial institutions and has not issued any debentures.

viii. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

ix. The Company has not availed any term loans.

x. According to the information and explanations given to us, no fraud on or by the Company, has been noticed or reported during the year in the course of our audit.

For V.S. SOMANI & CO. Chartered Accountants F R. No.117589W

Vidyadhar Somani Proprietor Membership No.102664 Place : Mumbai, Dated : May 28, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of FGP Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements: Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Matters:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

ANNEXURE REFERRED TO IN OUR AUDIT REPORT OF EVEN DATE

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

(b) All the fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off substantial part of the Fixed Assets.

(ii) The provisions of clause 4(ii) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(iii) (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 Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of clause 4 (viii) of the Company (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Nature of Amount Period to Forum where the Dues (Rs. In which the dispute is pending Lacs ) Amount Relates

The Income Tax Act, 1961

Income Tax 211.77 A.Y1999-2000 High Court Mumbai

Penalty 310.00 A.Y1999-2000 High Court Mumbai

Income Tax 25.79 A.Y2003-2004 High Court Mumbai

Penalty 55.79 A.Y2003-2004 High Court Mumbai

Income Tax 86.29 A.Y2004-2005 High Court Mumbai

Income Tax 113.45 A.Y2005-2006 High Court Mumbai

Income Tax 16.73 A.Y2006-2007 High Court Mumbai

Income Tax 35.08 A.Y2007-2008 High Court Mumbai

Income Tax 12.72 A.Y2008-2009 High Court Mumbai

Income Tax 9.85 A.Y2009-2010 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 15.35 A.Y2010-2011 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 10.11 A.Y2011-2012 Commissioner of Income - Tax (Appeals), Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2014. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from financial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) 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 Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of 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 a short-term basis which have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Firm Registration No. 100061W Chartered Accountants

Vinit Mangal Partner Membership No.146912

Place : Mumbai, Dated : 23rd May 2014

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Mar 31, 2012

1. We have audited the Balance Sheet of FGP LIMITED as at 31st March, 2012 and the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred 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 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 it appears from our examination of the books.

(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet and the Statement of Profit & Loss 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 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 in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

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

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

(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.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2012 (referred to in paragraph 3 of our report of even date)

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

(b) All the fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off substantial part of the Fixed Assets.

(ii) The provisions of clause 4(ii) of the Companies ( Audit Report ) Order, 2003 is not applicable to the Company.

(iii) (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 Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report ) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of clause 4 (viii) of the Company (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the

appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Nature of the Amount Period to which the Forum where dispute Dues (Rs.In Amount Relates is pending Lacs )

The Income Tax Act, 1961

Income Tax 1.68 A.Y. 1998 – 1999 Commissioner of Income - Tax (Appeals), Mumbai

Penalty 1.79 A.Y. 1998 - 1999 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 211.77 A.Y.1999-2000 High Court Mumbai Penalty 310.00 A.Y.1999-2000 High Court Mumbai

Income Tax 25.79 A.Y.2003-2004 High Court Mumbai

Penalty 55.79 A.Y. 2003-2004 Income - Tax Appellate Tribunal, Mumbai

Income Tax 86.29 A. Y. 2004–2005 High Court Mumbai

Income Tax 113.45 A. Y 2005-2006 Income - Tax Appellate Tribunal, Mumbai

Income Tax 16.73 A. Y 2006–2007 Income - Tax Appellate Tribunal, Mumbai

Income Tax 35.08 A. Y 2007–2008 Income - Tax Appellate Tribunal, Mumbai

Income Tax 12.72 A.Y. 2008–2009 Income - Tax Appellate Tribunal, Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2012. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from financial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) 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 Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of 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 a short-term basis which have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Chartered Accountants Firm Reg. No. 100061W

Pankaj K. Jain Partner Membership No. 108108

Place: Mumbai

Dated: 29th May, 2012.

---

Mar 31, 2011

1. We have audited the Balance Sheet of FGP LIMITED as at 31st March, 2011 and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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 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 it appears from our examination of the books.

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

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

(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 in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

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

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

(ii) in the case of the Profit and Loss Account 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.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011 (referred to in paragraph 3 of our report of even date)

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

(b) All the fxed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off substantial part of the Fixed Assets.

(ii) The provisions of clause 4(ii) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(iii) (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 Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

(viii) The provisions of clause 4 (viii) of the Companies (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales-tax, wealth tax, Service Tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Sr.Nature of Amount Period to Forum where No.the Dues (Rs. In which the dispute is Lacs) Amount pending Relates

1. The Central Sales Tax Act, 1956

Sales Tax 21.10 A.Y. Deputy Commissioner 1995-96 of Sales Tax (Appeals), Mumbai

2. The Central Excise Act, 1944

Excise Duty 3.58 A.Y. Customs, Excise and 1991-95 Service Tax Appellate Tribunal (CESTAT)

3. The Income Tax Act, 1961

Penalty 9.53 A.Y. Commissioner of Income - 1997-1998 Tax (Appeals), Mumbai

Income Tax 1.68 A.Y. Commissioner of Income - 1998-1999 Tax (Appeals), Mumbai

Penalty 1.79 A.Y. Commissioner of Income - 1998-1999 Tax (Appeals), Mumbai

Income Tax 211.77 A.Y. High Court Mumbai 1999-2000

Penalty 310.00 A.Y. High Court Mumbai 1999-2000

Income Tax 25.79 A. Y. Income - Tax Appellate 2003-2004 Tribunal, Mumbai

Penalty 55.79 A.Y. Income - Tax Appellate 2003-2004 Tribunal, Mumbai

Income Tax 86.29 A. Y. Income - Tax Appellate 2004-2005 Tribunal, Mumbai

Income Tax 113.45 A. Y. Income - Tax Appellate 2005-2006 Tribunal, Mumbai

Income Tax 16.73 A. Y. Commissioner of Income 2006-2007 Tax (Appeals), Mumbai

Income Tax 35.08 A. Y. Commissioner of Income 2007-2008 Tax (Appeals), Mumbai

Income Tax 12.72 A.Y. Commissioner of Income - 2008-2009 Tax (Appeals), Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2011. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from fnancial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of Clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) 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 Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of 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 a short-term basis which have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any debentures during the year.

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

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Chartered Accountants Firm Reg. No. 100061W

B. P. MANGAL Partner Membership No. 32973

Place: Mumbai Dated: 25th May, 2011

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Mar 31, 2010

1. We have audited the attached balance sheet of FGP 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These 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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(a) We have obtained aU 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

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 and loss account, 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.

5. We further report, on the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2010 (referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, the fixed assets have been physically verified by the management once during the year, which in our opinion rs reasonable. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the Company has not disposed off any of its fixed assets during the year, therefore the question of reporting on clause 4(i)(c) of the Companies (Auditors Report) Order, 2003, [hereinafter referred to as the said Order] does not arise.

ii) According to the information and explanations given to us and having regard to the Companys business, the question of reporting on clauses 4(ii)(a), 4(ii)(b) and 4(ii)(c) (relating to inventory) of the said Order does not arise.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered.in the register maintained under section 301 of the Companies Act, 1956 [hereinafter referred to as the Act].

(b) In view of the foregoing, the question of reporting on clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the said Order does not arise.

(c) According to the information and explanations given to us, the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of the foregoing, the question of reporting on clauses 4(iii)(f) and 4(iii)(g) of the said Order does not arise.

iv)- In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to sale of services (there are no purchases of inventory and fixed assets and sale of goods). During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Act.

(b) In view of the foregoing, the question of reporting on clause 4(v)(b) of the said Order does not arise.

i). In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

ii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (!) of section 209 of the Act, hence the question of reporting under Clause 4(viii) of the said Order does not arise.

iii) (a) According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund, income-tax, wealth-tax and other material statutory dues applicable to it have been regularly deposited with the appropriate authorities. Further, as explained to us, no undisputed statutory dues were in arrears as at 3Tst March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no duesof income-tax, wealth-tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Sr. Nature of the Dues Amount Period to Forum where No. (Rs.)in which the dispute is Lakhs) Amount pending Relates

1. The Central Sates Tax Act, 1956:

Sales Tax 21.10 A.Y. Deputy Commis sioner of 1995-96 Sales Tax (Appeals), Mumbai

2 The CenlralExciseAct,1944:

Excise Duty 3.58 A.Y. Customs, Exc ise and 1991-95 Service Tax Ap pellate Tribunal (CESTAT)

3. The Income lax Act, 1961:

Penalty 9.53 A.Y. *Commissioner of 1997-1998 Income-Tax (Ap peals), Mumbai

Income Tax 211.77 A.Y. 1999-2000 High Court - Bombay

Penalty 310.00 A.Y. High Court - Bombay 1999-2000

Income Tax 25.79 A.Y. Income-Tax Appellate 2003-04 Tribunal, Mumbai

Penalty 55.79 A.Y. Income- Tax Appellate 2003-04 Tribunal, Mumbai

Income Tax 86.29 A.Y, Income- Tax Appellate 2004-05 Tribunal. Mumbai

Income Tax 113.45 A.Y, Income-Tax Appellate 2005-06 Tribunal, Mumbai

Income Tax 16.73 A.Y. Commissioner of 2006-07 Income-Tax (Appeals), Mumbai

Income Tax 35.08 A.Y. Commissioner of 2007-08 Income- Tax (Appeals), Mumbai

ix) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2010. The Company has incurred cash losses during the financial year covered by our audit but not in the immediately preceding financial year.

x) The Company has not taken any loans from financial institutions, banks or debenture holders. Accordingly, the question of our reporting on default in repayment of such dues does not arise.

xi) 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.

xii) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the said Order are not applicable to the Company.

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

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

xv) The Company has not obtained any term loans. Accordingly, the question of our reporting on its application does not arise.

xvi) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not raised any short-term funds. Hence, the question of reporting on its application does not arise.

xvii) 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 question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

xviii) The Company has not issued any debentures. Accordingly, the question of creating security or charge for such debentures does not arise.

xix) The Company has not raised any money by public issues during the year. Accordingly, the question of disclosure of end use of such monies does not arise.

xx) According to the information and explanations given to us, no fraud on or by the Company has been reported during the course of our audit.



For J.R. SUMONDY & CO.

Chartered Accountants

JAWAHAR R. SUMONDY

Proprietor

Membership No. 41900

Firm Regn. No. 110553W

Mumbai: Date: May 28, 2010