Auditor Report of Ganesh Holding Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Ganesh Holding Limited ("the Company¹â€™),
which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in
Equity for the year then ended, and 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, 20 15, 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 loss
, total comprehensive income, its cash flows and the changes in equity for the year ended on that
date.

Basis of Opinion
Emphasis of Matter

l.RBI has cancelled the license of NBFC due to non-compliance of notification given below:

t

NBFCs are required to obtain a certificate of registration to commence/ carry on business of NBFC in
terms of section 45-1A of the RBI act 1934. The said section also prescribes the minimum net owned
funds (NOF ) requirement in term of notification no. DNBS 132 CGM (VSNM ) -99,dated April 21
1999 the minimum NOF requirement for new companies that were already in existence before 21 April
1999 was retained at Rs.25 lacs given the need for strengthening the finance sector and technology
adoption and in view of increasing complexities of services offered by NBFCs it shall be mandatory
for all the NBFCs to attain a minimum NOF of Rs.200/- Lakh by the end of March 2017 as per
milestones given below:

Rs.100/- Lakh by end of March 2016
Rs.200/- Lakh by end of March 2017

However, has filed an appeal against the same with Ministry of finance Delhi on 26-10-2018 which
was heard on 05-09-2019 and an order dated 24-07-2020 received from Ministry of Finance stating
that RBI may review its order cancelling the COR of the Company. RBI heard the company twice and
as per instruction of the RBI company submitted fresh NOF certificate on 31-03-20-23 from the
statutory auditor along with audited annual report as on 31 -03-2023 to RBI Now RBI has issued review

order date 17-11-2023 and declared not to go ahead with the cancellation proceeding initiated and the
NBFC CoR no. 13.00777 issued to company dated 25-05-1998 under section 45-IA of RBI Act 1934
is restored w.e.f. 17-11-2023

We conducted our audit of the financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor''s Responsibility for the Audit of the Finance
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! CAi’s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
qualified opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement were of most significance in
our audit of the standalone financial statements for the financial year ended 31^st March 2024. We have
determined that there are no key audit matters to communicate in our report

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

The Company''s Board of Directors and management is responsible for the other information. The other
information comprises the information included in the Director''s report, Management discussion &
Analysis and Business responsibility report, but does not include the financial statements and our
auditor''s report thereon. Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing - consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated if, the work we have performed, we conclude that there is misstatement of
this other information we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the 1ND AS and other accounting principles
generally accepted in India. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting 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 operati n g: effectively
for ensuring the accuracy and completeness of the accounting records, relevant fo the preparation
and presentation of the financial statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either inten ds to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.The Board of Directors are also
responsible for overseeing the Company''s financial reporting process.

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

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

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

Obtain an understanding of internal financial control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial
controls 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 the man

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 fhe disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that

materiality is the magnitude of misstatements in the financial statements that individually or in aggregate
makes it probable that the economic decision of a reasonably knowledgeable user of financial statement
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 statement

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 Act, we give in the
"Annexure A", a statement on the matters specified in paragraphs 3 and 4 ofthe Order, to the extent
applicable.

2. As required by Section 143(3) of the Act, based on our audit 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 book

The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income,
the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

c) In our opinion, the aforesaid financial statements comply with the Ind AS specified under

Section 133 ofthe Act. ''

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

e) 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 opinion on the adequacy and operating
effectiveness of such control 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, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.

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

1) As per information and explanation given to us Company does not have any pending
litigation, which would impact of its financial position as at 31-03-2024.

2) The Company Did not have any long-term contract including derivative contract for
which there were any material foreseeable losses as at 31-03-2024.

3) There has been no delay in transferring amounts, required to be transferred, to the
investor Education and Protection Fund by the Company.

(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 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 person or entities identified in any
manner whatsoever by or on behalf of funding party (“ultimate beneficiaries”) or
provide any guarantee, security or the like on the behalf of 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 representation under sub-clause (i) and (ii) of rule 11 (e), as provided under clause 9
(a) and (b ) above contain any material misstatement.

4) There has been no dividend declared or paid by the Company during the year under audit.

5) Based on our examination, which include test checks the company has used accounting software
For maintaining its book for the financial year ended march 31,2024 which has a feature of
recording audit trial (edit log 0) facility but the company has not implemented it.

6) As provision to rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable from April 1,
2024, reporting under rule 11 (g) of the companies (audit and auditors) rules, 2014 on preservation
of audit trial as per the statutory requirement for records retention in not applicable for the
financial year ended March 31,2024

For Chaturvedi Sohan

Chartered Accountantyfex A&m

^r(f( WMBAI j|J

CA. Sohan Chaturvedi^^^

Partner

Membership No. 030760
UDIN: 24030760BKJQNH8391
Place: Mumbai
Date: 30-05-2024

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Mar 31, 2014

Ganesh Holding Limited.

We have audited the accompanying financial statements of Ganesh Holding Limited. ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit and Loss for the period then ended, 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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 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 Responsibilty

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

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

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

Emphasis of Matter

Refer to note no 7 of financial statement .The Company had bought and sale commodities through broker Anand Rathi Commodities Limited who has register with National Stock Exchange Limited. Due to NSEL scam all stock as on the date of scam has not delivered and business has stopped, also fund has not been released by NSLL.

Due to pendency of proceeding all undelivered stock except minor adjustment as on 31st March 2014 except minor adjustment is show as a stock in trade in the financial statement. Hence we are unable to comment on stock as on 31st march 2014.

Opinion

Subject to Emphasis of Matter para ,In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act Standards, 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 statement of affairs of the Company as at March 31,2014,

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appear s from our examination of thoes books.

c. The Balance Sheet and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to Auditors'' Report

(Referred to in Paragraph 3 of our report of even date)

I. In respcct of its Fixed Assets: As per the information and cxplanation given to us , the company does not have any Fixed assets and hence in our opinion the requirement of clause (i) (a), (i) (b) and (i) (c) of paragraph 4 of the order is not applicable.

II. In respect of inventories: The Company had bought and sold commodities through broker Anand Rathi Commodities Limited who was register with National Stock Exchange Limited. Due to NSEL scam all stock as on the date of scam has not delivered and business has stopped, also fund has not been released by NSEL. In August 2013 the committee of NSEL has decided to pay money to investor in small installment. From the month of August 2013 the Company has receiving amount in small chunk.

Due to pendency of proceeding all as on 31 st march 2014 is show as a stock in trade in the financial statement ending 31st march 2014. Hence we are unable to comment on clause II of the order.

III. In respect of loans, secured or unsecured granted or taken by the Company to /from companies firm or other parties covered in the register, maintained u/s. 301 of the Companies Act 1956

a-d) As per the information and explanation given to us , the company has not granted any loan secured and unsecured to Company , firm or other related party covered in the registered maintained under section 301 of the Companies Act, 1956 during the year . Accordingly , in our opinion the requirement of clause (iii) (b) to (iii) (d) of paragraph 4 of the order are not applicable to the Company.

e-g) As per the information and explanation given to us , the Company has not taken any laon , sccured and unsecured to Company . Firm or other party covered in the register maintained under section 301 of the Companies Act, 1956 during the year , and hence , in our opinion , the requirement of clause (iii)(f) to (iii)(g) of paragraph 4 of the above order are not applicable to the Company.

IV. In our opinion, and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regards to purchase of Inventory, fixed assets and sales of goods.

V. In respect of transactions entered in the register maintained in pursuance of section 301 of the companies Act 1956.

(a) To the best of our knowledge and belief and according to the information and explanation given to us, transaction that needed to be entered into the register has been so entered.

(b) Transaction made in pursuance of contracts or arrangements entered into the register maintained under section 301 and exceeding the value of five lacs rupees in respect of any party during the year, these in our opinion and according to the information and explanation given to us, have been made at price which are reasonable have regard to prevailing market price at the relevant time.

VI. The Company has not accepted any deposits from the Public, therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under and the directives issued by the Reserve bank of India are not applicable.

VII. As per information and explanations given to us and in our opinion, the company does not have internal audit system. however company has proper internal control.

VIII. We have been informed that the maintenance of cost records has not been prescribed by the central government under section 209(1) (d) of the companies Act, 1956.

IX. According to the informationiiictc-ivsii and explanation given to us in respeet Of statutory and other dues;

(a) The Company has been generally regular in depositing undisputed statutory dues, including, Provident Fund, Employees'' state Insurance, Income tax, Sales tax, customs Duty, and any Other statutory dues with the appropriate authorities during the year

(b) According to the information & explanation given to us there are no undisputed amounts payable in respect of Income tax, Sales Tax, Custom Duty which were outstanding at the year end for a period of more than 6 month from the date they became payable.

(c) According to the information & explanation given to us, there are no dues of income tax, Custom duty, Sales tax and cess, which have not been deposited on account of any dispute.

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

XI. Based on our audit procedures and as per the Information and Explanation given to us by the management, we are of the opinion that the company has not defaulted in the repayment of dues of financial institution, banks.

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

XIII. In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statue applicable to chit fund and nidhi / mutual benefit fund / societies.

XIV. The Company is not dealing or trading in shares, Securities, debentures and other Investment, Accordingly, the provisions ciause 4(xiv) of paragraph 4 of the companies (Audited report) Order, 2003 are not applicable to the company.

XV. In our opinion according to information and explanation given to us the company has not given any guarantee for loans taken by others from banks and financial institutions.

XVI. In our opinion, and according to the information and explanations given to us, and on overall basis, the Term Loans have been applied for the purpose for which they obtained.

XVII According to the information and explanations given to us and on the overall examination of Balance Sheet of the company we are of the opinion that the fund raised on short term basis has not been used for Long Term investments.

XVIII. The Company has not made preferential allotment of shares of the parties and companies covered in the register maintained u/s section 301 of the Act during the year.

XIX. The Company has not issued any debentures during the year. Therefore the provision of clause (xix) of paragraph of the companies (Auditor''s Reports) Order, 2003 is not applicable to the company.

XX. The Company has not raised any money by public issue during the year. Therefore the provision of clause (xx) of paragraph of the companies (Auditor''s Roports) Order, 2003 is not applicable to the company.

XXI. To the best of our Knowledge and belief and according to the information an explanation given to us, no material fraud on or by the company was noticed or reported during the year.



For Chatur vedi sohan & Co Chartered Accountant



Rajiv Chauhan Partner Date : 28th May 2014 M.No : 143866 Place : Mumbai

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GANESH HOLDINGS LIMITED as at 31st March, 2012 and also the Statement of Profit and Loss for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. 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 presentation of the financial statements. 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 by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'Order'), issued by the 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. We have to further 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 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 balance sheet and the Statement of Profit and 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 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 said accounts read together with significant accounting policies and notes on accounts in schedule 8 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; and

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

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date:

(i) As per the information and explanations given to us, the Company does not have any fixed assets and hence in our opinion the requirement of clause (i)(a), (i)(b), and (i)(c) of Paragraph 4 of the above Order are not applicable.

(ii) As per the information and explanations given to us, the Company does not have any inventory and hence in our opinion the requirement of clause (ii)(a), (ii)(b) and (ii)(c) of Paragraph 4 of the above Order are not applicable.

(iii) (a) As per the information and explanations given to us, the company has not granted any loan secured or unsecured to Company, firms or other party covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, in our opinion, the requirement of clauses (iii)(b) to (iii)(d) of paragraph 4 of the above Order are not applicable to the Company.

(b) As per the information and explanations given to us, the company has not taken any loan, secured or unsecured to Company, firms or other party covered in the register maintained under section 301 of the Companies Act, 1956 during the year, and hence, in our opinion, the requirement of Clause (iii)(f) to (iii)(g) of paragraph 4 of the above Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and with regard to the sale of inventory. During the course of cur audit, no major weakness has been notice in the Internal controls.

(v) Based on the audit procedures applied by us and according to the Information and explanations provided by the management, we are of the opinion that there are no transactions except for the loan transactions referred to in Paragraph (iii) above, that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. Accordingly, in our opinion and according to the information and explanations given to us, requirement of Paragraph 4(v)(b) of the aforesaid Order is not applicable to the company.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public to which provisions of Sections 58 A and 58 AA or any other relevant provisions of the. Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are applicable. We are informed by the management that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) As informed to us though there is no formal internal audit system, in our opinion, the Company's internal system is adequate and commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956;

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise-duty, cess and other statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of income-tax, service-tax, wealth-tax, sales 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.

(c) According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, and excise duty and cess, which have not been deposited on account of any dispute.

(x) The company has no operational accumulated losses. The company's losses are primarily due to gift of shares. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that there are no dues payable to financial institution, debenture holder, or bank.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi, mutual benefit fund/society. Therefore the provision of clause 4 (xiii) of the Order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other investments in its own name.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, provisions of clause (xv) of Paragraph 4 of the aforesaid Order are not applicable to the Company.

(xvi) During the period covered by our audit report, no term loan has been raised by the Company and, therefore, requirement of clause (xvi) of Paragraph 4 of the Order is not applicable to the Company.

(xvii) Based on our examination of the balance sheet of the Company as at 31st March 2012, we report that the Company has not raised any long term funds during the year and no funds raised on short term basis have been used for the long term purposes.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and, therefore, the requirement of clause (xviii) of Paragraph 4 of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures and hence in our opinion, the question of creating securities does not arise.

(xx) According to the information and explanations given to us, during the period covered by our audit report, no public issue has been made by the Company during the year and requirement of clause (xx) of Paragraph 4 of the Order is not applicable to the Company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and to the best of our knowledge and belief, and according to the information and explanations given to us by the management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For and on behalf of KARNAVAT & CO. Chartered Accountants Firm Reg. no. 104863W

(Viral Joshi) Partner Membership No. 137686

192, Dr. D. N. Road Mumbai-400001 Dated: 17-05-2012

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Mar 31, 2010

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

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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together the Order"), issued by the 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. We have to further 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 and the profit and loss account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the balance sheet and the profit and 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 written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and notes on accounts in schedule 8 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; and

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

(iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date:

(i) As per the information and explanations given to us, the Company does not have any fixed assets and hence in our opinion the requirement of clause (i)(a), (i)(b), and (i)(c) of Paragraph 4 of the above Order are not applicable.

(ii) As per the information and explanations given to us, the Company does not have any inventory and hence in our opinion the requirement of clause (ii)(a), (ii)(b),and (ii)(c) of Paragraph 4 of the above Order are not applicable.

(iii) (a) As per the information and explanations given to us, the company has not granted any loan secured or unsecured to Company, firms or other party covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, in our opinion, the requirement of clauses (iii)(b) to (iii)(d) of paragraph 4 of the above Order are not applicable to the Company.

(b) As per the information and explanations given to us, the company has not taken any loan, secured or unsecured to Company, firms or other party covered in the register maintained under section 301 of the Companies Act, 1956 during the year, and hence, in our opinion, the requirement of Clause (iii)(e) to (iii)(f) of paragraph 4 of the above Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory and with regard to the sale of inventory. During the course of our audit, no major weakness has been notice in the internal controls.

(v) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there are no transactions except for the loan transactions referred to in Paragraph (iii) above that needs to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. Accordingly, in our opinion and according to the information and explanations given to us, requirement of Paragraph 4(v)(b) of the aforesaid Order is not applicable to the company.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public to which provisions of Sections 58 A and 58 AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are aplicable, We are informed to the management that no order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) The company internal audit system is commensurate with size and nature of business.

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956;

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise-duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, service-tax, wealth-tax, sales-tax, customs duty, excise duty and cess were outstanding as at 31-3-2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, sales tax, customs duty, and excise duty and cess, which have not been deposited on account of any dispute.

(x) The company has no operational accumulated losses. The companys losses are primarily due to gift of shares. The company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that there are no dues payable to financial institution, debenture holder or bank.

(xii) Based on our examination of documents and records, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or nidhi, mutual benefit fund/ society. Therefore the provision of clause 4 (xiii) of the Order are not applicable to the company.

(xiv) Based on our examination of the records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transaction and contracts and timely entries have been made in those records. We also report that the company has held the shares, securities, debentures and other investments in its own name except the shares pledged with institutions on behalf of other companies.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, provisions of clause (xv) of Paragraph 4 of the aforesaid Order are not applicable to the Company.

(xvi) During the period covered by our audit report, no term loan has been raised by the Company and, therefore, requirement of clause (xvi) of Paragraph 4 of the Order is not applicable to the Company.

(xvii) Based on our examination of the balance sheet of the Company as at 31st March 2010, we report that the Company has not raised any long term funds during the year and no funds raised on short term basis have been used for the long term purposes.

(xviii) According to the information and explanations given to us, during the period covered by our audit report, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and, therefore, the requirement of clause (xviii) of Paragraph 4 of the Order is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company has not issued any debentures and hence in our opinion, the question of creating securities does not arise.

(xx) According to the information and explanations given to us, during the period covered by our audit report, no public issue has been made by the Company during the year and requirement of clause (xx) of Paragraph 4 of the Order is not applicable to the Company.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and to the best of our knowledge and belief, and according to the information and explanations given to us by the management, which have been relied upon by us, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of KARNAVAT & CO. Chartered Accountants Firm Reg.no 104863W Sd/- 192, Dr. D.N. Road (Krishna Karundia) Mumbai - 400001 Partner Dated :12th August, 2010 Membership No. 036681