Auditor Report of Mideast Portfolio Management Ltd.

Mar 31, 2024

We have audited the financial statements of MID EAST PORTFOLIO MANAGEMENT LIMITED
("the Company"), which comprise the balance sheet as at 31st March 2024, and the statement of Profit
and Loss and statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid 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, 2024, its profit/loss and its cash flows for the year
ended on that date, a) In the case of the balance sheet, of the state of affairs of the company as at
March 31, 2024 b) In the case of the Profit and Loss Account, of the profit for the period ended on that
date and c) In the case of cash flow statement, for the cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Accounting Standards (AS) 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 together with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements of the current period. These matters were addressed
in the context of our audit of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

As per our opinion after perusal of Books of Accounts and audit conducted by us, there is no such key
audit matters to communicate.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board''s Report including Annexures to
Board''s Report but does not include the financial statements and our auditor''s report thereon.

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

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

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

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 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 (AS) specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act,
2013, we are also responsible for expressing our opinion on whether the company has adequate
internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor''s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone 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
standalone 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.

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:

i. 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.

ii. 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.

iii. 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.

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

v. 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.

vi. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in ''Annexure B''.

vii. With respect to the matter to be included in the Auditor''s Report under section 197(16), In
our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other details under section 197(16) which are
required to be commented upon by us.

viii. 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 does not have any pending litigations which would impact its financial
position.

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

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

iv. (a) The management has represented that, to the best of it''s knowledge and belief, no
funds 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(s) or entity(ies), including foreign entities ("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 have been received by the company from any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the company shall, whether, directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that 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 mis-statement.

v. No dividend has been declared or paid during the year by the company.

vi. Based on our examination, which included test checks, the Company has used
accounting software''s which did not had a features of recording audit trail (edit log)
facility.

For AGRAWAL JAIN & GUPTA

Chartered Accountants

Firm Reg. No. 013538C

Sd/-

CA Sarwan Kumar Prajapati

Partner

Membership No. 199969

UDIN: 24199969BKAKKN 5419

Date: 9^th May 2024

Place: Mumbai

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Mar 31, 2014

We have audited the accompanying financial statements of MIDEAST PORTFOLIOMANAGEMENT LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. 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.

3. Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the 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 Profit and Loss, of the Profit for the year ended on that date; and

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

5. Report on Other Legal and Regulatory Requirements

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

ii. 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 appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on 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 THE AUDITORS'' REPORT (Referred to in paragraph 5 (i) of our report of even date)

1. Fixed Assets

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

(b) Fixed Assets have been physically verified by the management as of the year-end. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets. No discrepancies were noticed on such verification.

(c) During the year, the company has disposed of its Land and windmill, situated in the state of Tamilnadu which constitute substantial part of its fixed assets. Based on the information and explanation given by the management and on the basis of audit procedure performed by us, we are of the opinion that the sale of the above fixed assets has not affected the going concern status of the company.

2. The company does not have any Inventories and hence clause 4 (ii) of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

(a) The company has not granted any loans to parties covered under registered maintained u/s 301 of the Act and hence clause (a) to (d) is not applicable.

(e) The Company has received unsecured loan from a director. The maximum amount involved during the year is Rs.14,95,000/- and yearend balance of the same is Rs. 4,50,000/-.

(f) The above loan is interest free and repayable on demand. In our opinion, the said loan is not prima facie prejudicial to the interest of the company.

(g) As per information and explanation given to us, the above loan is repayable on demand. The said loan was repaid as and when demanded.

4. 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 fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system in respect of the said areas.

5. In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that needed to be entered into the register required to be maintained under the said section have been so entered.

(b) There were no transactions in excess of rupees five lakhs and therefore the question of reasonableness does not arise.

6. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. The Company does not have an internal audit system.

8. The central government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956

9. Statutory Dues

(a) According to the information and explanations given to us and according to the books and records as produced before us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Income Tax and Other applicable Statutory Dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the said applicable statutory dues were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before the appropriate authorities:

Name of the statutory Dues Forum where dispute is Unpaid Amount pending (Rs. in lacs)

Income Tax High Court 45.59

10. The accumulated loss of the Company at the end of the financial year does not exceed fifty percent of its net worth and the Company has not incurred cash losses during the current year however the Company has incurred cash losses in the immediately preceding financial year.

11. According to the information and explanation given to us and on the basis of our examination of the books of account, the company has not defaulted in repayment of dues to any bank. The company did not have any dues to financial institution or debenture holders.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the requirements of Clause 4(xii) of the Order are not applicable.

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

14. The company has maintained proper records of transactions and contracts in respect of investment in shares, debentures and other securities and those timely entries have been made therein. The shares, debentures and other securities have been held by the company in its own name.

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

16. The Company has not obtained any term loans during the year and therefore the requirements of Clause 4(xvi) of the Order are not applicable.

17. According to the information and explanations given to us during the year, no funds have been used on short term basis and hence clause 4 (xvii) of the order is not applicable.

18. 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. Therefore, the requirements of Clause 4(xviii) of the Order are not applicable.

19. During the year, the Company has not issued any debentures nor does it have any outstanding secured debentures. Therefore, the requirements of Clause 4(xix) of the Order are not applicable.

20. During the year, the Company has not raised any monies by way of Public Issue. Therefore, the requirements of Clause 4(xx) of the Order are not applicable.

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

For Mehta Chokshi & Shah Chartered Accountants Firm Registration No. 106201W

Chetan M. Shah Partner

Membership No. 47178

Place: Mumbai

Date : 27th May, 2014

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. MIDEAST PORTFOLIO MANAGEMENT LIMITED, MUMBAI as on 31st March, 2010 and also the Profit & Loss Account of the Company and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order,2003 (as amendment) (the Order) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our audit.

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

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

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

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

3. In our opinion, the Profit & Loss account and Balance Sheet comply with the Accounting Standards referred to in sub-section 3(C ) of section 211 of the Companies Act, 1956 to the extent applicable except for :

a. The charging of Gratuity and Leave Encashment Benefits to the Profit & Loss account in the year in which such expenditure is incurred which is contrary to the requirements of the AS- 15 issued by the Institute of Chartered Accountants of India which requires that an

appropriate amount should be charged to the Profit & Loss Account on actuarial valuation and other disclousure requirements.

b. No provision has been made for arrears of fixed dividend payable on 11% Cumulative Preference Shares of Rs2,00,00,000/- since its allotment on 31.03.1998. Total arrears of dividend Rs.2,69,50,000/-, however there is no effect on the current years loss due to this non- provision. Further the preference shares have already matured and due but the same have not been redeemed due to absense of profits and inadequate reserves. Refer Note No. 2 to Notes to Accounts.

c. No provision has been made for the diminution in the value of investments. The loss is understated to the extend of Rs. 1,17,21,250/- and the investments are correspondingly overstated to that extent.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India :-

i) In the case of Balance Sheet of the state of affairs of the Company as on 31st March, 2010 and

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

iii) In the case of cash flow statement, of the Cash Flow for the year ended on that date.

ANNEXURE

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

(b) We are informed that the management during the year carried out the physical verification of fixed assets and the management on such verification noticed no material discrepancies.

(c) During the year no substantial part of the fixed assets have been disposed of by the Company. Therefore, the provisions of clause (ic) of paragraph 4 of the aforesaid Order, in our opinion are not applicable to the company.

2. As the Company did not have any stocks, the question of its physical verification, maintenance of proper records and accounting of material discrepancies does not arise.

3. (a) According to the information and explanation given to us the Company has granted unsecured loans to three companies covered in the Register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.l 17.74 lacs. The maximum balance outstanding at any time during the year was Rs.121.33 lacs. The Company has not taken any loan, secured or unsecured from any parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, the above said loans given are free of interest and to that extent the same may be regarded as prima facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanation given to us, the above said loans given are receivable on demand.

4. 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 for the purchase of fixed assets.

5. (a) To the best of our knowledge and belief and according to the information and explanations

given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs.5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The Company does not Have an internal audit system.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company is generally regular in depositing undisputed

statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues which were outstanding as on 31st March, 2010 for a period of more than six months from the date they became payable, except for Service Tax due of Rs. 1,30,883/-

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

NAMES OF THE FORUM WHERE UNPAID AMOUNT RS.

STATUTORY DUES DISPUTE IS PENDING IN LACS

Income Tax High Court 45.59

10. The accumulated losses of the Company at the end of the financial year does not exceed fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, there were no dues outstanding to financial institutions, banks or debenture holders.

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

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutua! benefit fund or society. Therefore clause (xiii) of the order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has not obtained any term loans during the year and therefore clause (xvi) of the Order is not applicable to the Company.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment and vice versa.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not raised money through public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Mehta Chokshi & Shah

Chartered Accountants

Firm Registration No 106201W

Place : Mumbai

Date : 12th August, 2010

C.M. SHAH

Partner

M.No: 47178

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Jun 30, 2009

We have audited the attached Balance Sheet of M/s. MIDEAST PORTFOLIO MANAGEMENT LIMITED, MUMBAI as at 30th June, 2009 and also the Profit & Loss Account of the Company 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 management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order,2003 as amendment by the Companies (Auditors Report Amendment) Order 2004, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our audit.

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

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

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

e. On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 30* June, 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

3. In our opinion, the Profit & Loss account and Balance Sheet comply with the Accounting Standards referred to in sub-section 3(C) of section 211 of the Companies Act, 1956 to the extent applicable except for:

a. The charging of Gratuity and Leave Encashment Benefits to the Profit & Loss account in the year in which such expenditure is incurred which is contrary to the requirements of the AS- 15 issued by the Institute of Chartered Accountants of India which requires that an appropriate amount should be charged to the Profit & Loss Account on actuarial valuation and other disclousure requirements.

b. No provision has been made for arrears of fixed dividend payable on 11% Cumulative Preference Shares of Rs2,00,00,000/- since its allotment on 31.03.1998. Total arrears of dividend Rs.2,25,50,000/-, however there is no effect on the current years loss due to this non- provision. Further the preference shares have already matured and due but the same have not been redeemed due to absense of profits and inadequate reserves. Refer Note No. 2 to Notes to Accounts.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India :-

i) In the case of Balance Sheet of the state of affairs of the Company as at 30th June, 2009 and

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

iii) In the case of cash flow statement, of the Cash Flow for the year ended on that date.

ANNEXURE

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

(b) We are informed that the management during the year carried out the physical verification of fixed assets and the management on such verification noticed no material discrepancies.

(c) During the year no substantial part of the fixed assets have been disposed of by the Company. Therefore, the provisions of clause (lc) of paragraph 4 of the aforesaid Order, in our opinion are not applicable to the company.

2. As the Company did not have any stocks, the question of its physical verification, maintenance of proper records and accounting of material discrepancies does not arise.

3. (a) According to the information and explanation given to us the Company has granted unsecured loans to three companies covered in the Register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs. 121.33 lacs. The maximum balance outstanding at any time during the year was Rs. 124.23 lacs. The Company has not taken any loan, secured or unsecured from any parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanation given to us, the above said loans given are free of interest and to that extent the same may be regarded as prima facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanation given to us, the above said loans given are receivable on demand.

4. 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 for the purchase of fixed assets.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) According to the information and explanations given to us, where such transactions, are in excess of Rs.5 lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time or the prices at which similar transactions have been made with other parties or as available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. the Company does not haw an internal audit system.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it with the appropriate authorities. There are no undisputed amounts payable in respect of aforesaid dues which were outstanding as at 30th June,2009 for a period of more than six months from the date they became payable, except for Service Tax due of Rs. 1,30,883/-

(b) According to the information and explanations given to us, following are the disputed statutory dues that have not been deposited on account of matters pending before appropriate authorities.

NAMES OF THE FORUM WHERE UNPAID AMOUNT RS. STATUTORY DUES DISPUTE IS PENDING IN LACS

Income Tax High Court 45.59

10. The accumulated losses of the Company at the end of the financial year does not exceed fifty percent of its net worth and the Company has incurred cash losses during the current year and in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, there were no dues outstanding to financial institutions, banks or debenture holders.

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

13. In our opinion and according to information and explanations given to us, the Company is not a chit fund or nidhi/mutual benefit fund or society. Therefore clause 4(xiii) of the order is not applicable to the Company.

14. In our opinion and according to information and explanations given to us, the Company is not dealing in shares, securities, debentures and other investments and therefore clause (xiv) of the Order is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has not obtained any term loans during the year and therefore clause (xvi) of the Order is not applicable to the Company.

17. According to the Cash Flow Statement and other records examined and the information and explanation given to us, on overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment and vice versa.

18. During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Act.

19. During the year, the Company has neither issued any debentures nor does it have any outstanding secured debentures.

20. During the year, the Company has not-raised money through public issue.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.



For Mehta Chokshi & Shah Chartered Accountants Place: Mumbai Date : 28th September, 2009 C.M.SHAH Partner M.NO: 47178