Auditor Report of Minal Industries Ltd.

Mar 31, 2024

To the Members of Minal Industries Limited Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Minal Industries Limited ("the Company"), which comprise the balance sheet as at March 31, 2024, the statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act"), as amended, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under sub-section (10) of Section 143 of the Act. Our responsibilities under those SAs are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the ''Code of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Material uncertainty related to going concern

We draw attention to Note.40 of the standalone financial statement which explains that the Company has incurred total accumulated loss of Rs. 2035.91 lakhs for the year ended March 31, 2024 and Rs. 1689.87 lakhs for the year ended March 31, 2023. The Company''s ability to meet its obligations is dependent on uncertain events including time bound monetisation of assets. These factors indicate the existence of a material uncertainty which may cast significant doubt about the Company''s ability to continue as a going concern. In response to this matter, management continues to strengthen its strategy to expand its market in order for the Company to increase its sales and eventually generate profit. In spite of these events or conditions which may cast a doubt on the ability of the company to continue as a going concern, the management is of the opinion that going concern basis of accounting is appropriate in view of the continued financial support from its Promoters. Accordingly, the standalone financial statements of the Company have been prepared on a going concern basis.

Our opinion is not modified in respect of the above matter.

Emphasis of Matter

a. We draw attention to note 32.1 of the standalone financial statement which explains that interest income for the year ended March 31, 2024 has not been accrued for loan given to Minal Infojewels Limited (''Subsidiary'') since uncertainty exists for interest already accrued and pending realisation till March 31, 2024 due to accumulated losses of the Subsidiary. As explained to us, the management is in the process of identification of growth opportunities for the Subsidiary which will ultimately allow the Company to realise the aggregate interest and loan amount outstanding as at March 31, 2024.

b. We draw attention to note32.2 of the standalone financial statement which explains that no further adjustment is necessary for impairing the carrying cost (net of provisions) of investments of Rs. 635 lakhs and loans amounting to Rs. 1,187.96 lakhs which is outstanding as an 31st March,2024. As explained to us, the management is in the process of identification of growth opportunities for the Subsidiary which will ultimately appreciate the value of investments made and loans given by the Company outstanding as at March 31, 2024.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements for the financial year ended March 31, 2024. 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. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
Valuation of Inventories (as described in note no. 1.1(IX) of the significant accounting policies, and note no. 6 for details in standalone financial statements)
The Company held Rs.1,028.09 Lakhs of inventories as on March 31, 2024. Considering the primary nature of business, reduction in volume of operations and the size of the inventory balance relative to the total assets of the Company and the estimates and judgements described below, the valuation of inventory required significant audit attention. As disclosed in note 6 inventories are held at the lower of cost or net realisable value. At year end, the valuation of inventory is reviewed by management and the cost of inventory is reduced where inventory is forecast to be sold below cost. The determination of whether inventory will be realised for a value less than cost requires management to exercise judgement and apply assumptions. Management undertake the following procedures for determining the level of write down required: - Use inventory ageing reports together with historical trends to estimate the likely future saleability of slow moving and older inventory lines; - Perform a line-by-line analysis of remaining inventory to ensure it is stated at the lower of cost and net realisable value and a specific write down is recognised if required. Refer to	We have performed the following procedures over the valuation ofinventory: a. We tested that the ageing report used by manageme correctly agedinventory items. b. On a sample basis we tested the net realisable value ( inventory linesto recent selling prices. From the procedures performed we have no matters to report.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Company''s Annual Report but does not include the standalone financial statements and our auditor''s report thereon.

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

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

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

Responsibilities of the Management for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in sub-section (5) of Section 134 of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under clause (i) of sub-section (3) of Section 143 of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to standalone financial statements 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 managements and Board of Directors use of the going concern basis of accounting in preparation of standalone Financial Statement and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2024, 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 of the Order, to the extent applicable.

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

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph (i) (vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014, as amended. Further, in the absence of sufficient appropriate audit evidence, we are unable to verify whether the backup of books of account and other books and papers maintained in electronic mode has been maintained on a daily basis on servers physically located in India during the year;

c. 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;

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e. 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 sub-section (2) of Section 164 of the Act;

f. With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

g. 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 current year is in accordance with the provisions of section 197 read with Schedule V to the Act.

h. The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under section 143(3)(b) and paragraph (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended. The going concern matter described under material uncertainty related to Going Concern paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

i. 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:

(i) The Company has disclosed the impact of pending litigations as at March 31, 2024 in its tandalone financial statements - Refer Note. 33 to the standalone financial statements;

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

(iii) Unclaimed dividends of Rs. 1.89 lakhs as disclosed in Note.18 has not been transferred to the Investor Education and Protection Fund by the Company during the year ended, March 31, 2024.

(iv) (a)The Management has represented that, to the best of its 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 persons or entities, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;

(b) The Management has represented that, to the best of its knowledge and belief, no

funds (which are either material either individually or in aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and.

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

(v) The Company has not declared or paid any dividend during the financial year.

(vi) As described in note 41 to the financial statements and based on our examination, we found that the company did not use accounting software with a feature for recording audit trails (edit logs) for maintaining its books of account.

For HPVS & Associates,

Chartered Accountants

Firm Registration No.: 137533W

Sd/-

Vaibhav L Dattani

M. No. 144084

Unique Document Identification Number (UDIN) for this document is: 24144084BKFWVK7687

Place: Mumbai

Date: July 20, 2024

---

Mar 31, 2014

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

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting 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.

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 auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 qualified audit opinion.

Opinion

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

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

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date Emphasis of Matter

We invite the attention of the members to the following material matters:

a) With regard to Note No. 22, relating to Provision for diminution in value of investment no provision is made for diminution in value of non trade investments amounting to Rs. 3,53,000/- which is not as per AS-13- Accounting for Investments. The amount of such deviation is not ascetainable.

b) With regard to Note No. 23, Gratuity and leave encashment is accounted on cash basis, which is not as per AS-15 Employee Benefits. The amount is not ascertained in absence of actuarial valuation.

c) With regard to Note no.25 relating to Trade Receivables, it has been observed that an amount of Rs.395,61,66,909/- is outstanding for more than three years. The management of the Company is confident of recovery of the full amount and therefore no provision has been made.

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 (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.

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 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 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; and

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 Independent Auditor's Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. (a) The Company has maintained memorandum of records showing details of fixed assets (except furniture and fittings and electrical installation). However, comprehensive fixed assets register is being complied.

(b) The fixed assets of the Company have been physically verified by the management during the year; no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, no Fixed Assets has been disposed of by Company during the year.

2. (a) According to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us, the Company is maintaining proper records of its inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loan to two Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The details of loan are as under:

Name of the Company Relationship Maximum Year end Balance Amount involved

Minal International FZE Subsidiary Company 2,07,18,932/- 2,07,18,932/-

C Mahendra Infojewels Associate Company 18,42,61,568/- 18,14,36,122/- Limited

(b) The Company has granted interest bearing loan of Rs.2,07,18,932/- (net of exchange difference) to its subsidiary company which the company has made provision of interest income and the loan given to associate company is interest free. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to the above Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of the Company.

(c) We are informed that the loans granted to the Companies, do not have any stipulation for the payment of principal and interest.

(d) In view of sub clause (c) above, there are no overdue amount and hence the provision of sub-clause (d) of clause 4(iii) of the Order are not applicable to the Company.

(e) The Company has taken loan from Director covered in the register maintained under Section 301 of the Act. The details of loan are as under:

No of Directors Maximum Amount outstanding Amount outstanding during the year at the year end

1 Rs.35,00,000/- Rs.35,00,000/-

(f) No interest is paid and other terms and conditions on which loan has been taken from Directors listed in register maintained under section 301 are prima facie not prejudicial for the interest of the Company.

(g) The loan taken does not have any stipulation for the payment of principal.

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 inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 have been properly entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. As per the information and explanation given to us by the management, the Company's internal control procedures together with the internal checks conducted by the management staff during the year can be considered as an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us, The Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Act, in respect of activities carried on by the company. Hence the provisions of clause 4(viii) of the Order is not applicable to the Company.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess, and other statutory dues applicable with the appropriate authorities except for Profession Tax amounting to Rs. 18,775/-, which remain in arrears as at March 31, 2014 for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess, which have not been deposited on account of dispute.

10. The Company has no accumulated losses as at March 31, 2014 after considering the balance in Reserve and Surplus account as at that date. Further the company has incurred cash losses of Rs. 16,69,655/- in the financial year ended on that date and has not incurred any cash losses in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, banks. There are no debenture holders.

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

13. 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 statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. It has invested in shares of wholly owned foreign subsidiary and few other companies for which proper records have been maintained and timely entries have been made therein. Said investment are held in Company's own name.

15. According to the records of the company and the information and explanations provided by the management, the company has given guarantee for loans taken by its associated company from banks, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest to the Company.

16. According to the records of the company, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

18. According to the records of the company and the information and explanations provided by the management, 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.

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

20. The Company has not raised any money through a public issue during the year.

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

FOR R. H. MODI & CO.,

CHARTERED ACCOUNTANTS

(Registration No : 106486W)

R. H. MODI

PLACE : MUMBAI PROPRIETOR

DATE : 30/05/2014 Membership No. 37643

---

Mar 31, 2013

We have audited the accompanying financial statements of Minal Industries Limited, ("the Company") which comprise the Balance Sheet as at March 31, 2013, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India including 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.

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 auditor''s judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 qualified audit opinion.

Basis for Qualified Opinion:

(a) Gratuity and leave encashment is accounted on cash basis, which is not as per AS-J5 Employee Benefits. The amount is not ascertained in absence of actuarial valuation.

The impact on profit for the year, reserves and surplus as at 31 March 2013, if any, due to the above deviations is not ascertainable.

(b) No Provision for diminution in value of investment made in non trade investments as required as per AS-13- Accounting for Investments, amount Rs.3,53,000/- resulting into overstatement of the profit of Rs. 3,53,000/- for the current year and reserves and surplus by Rs. 3.53,000/-.

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Statement of Profit and Loss Account, 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

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 (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.

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 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 dealt herewith comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act 1956;

e) On the basis of written representations received from the directors as on March 31. 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, 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 Independent Auditor''s Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. (a) The Company has maintained memorandum of records showing details of fixed assets (except furniture and fittings and electrical installation). However. comprehensive fixed assets register is being complied.

(b) The fixed assets of the Company have been physically verified by the management during the year; no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, no Fixed Assets has been disposed of by Company during the year.

2. (a) According to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us. the Company is maintaining proper records of its inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loan to two Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The details of loan are as under: ,

Name of the Relationship Maximum Yearend Balance Company Amount involved

Minal Subsidiary 1,89,10.467/- 1,89,10,467/- International Company FZE

CMahendra Associate 18,61,41,166/- 18,42,61,568/- Infojewels Company Limited

(b) The Company has granted interest bearing loan of Rs.20.31,72.034/- (net of exchange difference) to its subsidiary- company which the company has made provision of interest income and the loan given to associate company is interest free. In our opinion and according to the information and explanations given to us. the rate of interest and other terms and conditions on which loans have been granted to the above Companies listed in the register maintained under section 301 of the Companies Act 1956 are not prima facie prejudicial to the interest of the Company.

(c) The receipt of the principal amount is regular.

(d) There are no overdue amount and hence the provision of sub-clause (d) of clause 4{iii) of the Order are not applicable to the Company.

(e) The Company has taken loan from Director covered in the register maintained under Section 301 of the Act. The details of loan are as under:

No of Directors Maximum Amount outstanding Amount outstanding during the year at the year end

1 Rs.35,00,000/- Rs.35,00,OO0/-

(f) No interest is paid and other terms and conditions on which loan has been taken from Directors listed in register maintained under section 301 are prima facie not prejudicial for the interest of the Company.

(g) The Company is regular in repaying the principal amount where stipulated.

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 inventory and fixed assets and for the sale of goods and services. Further, on the, basis of our examination of the books and records of the Company, carried out accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 have been properly entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. As per the information and explanation given to us by the management, the Company''s internal control procedures together with the internal checks conducted by the management staff during the year can be considered as an internal audit system commensurate with the size and nature of its business.

8. According to the information and explanations given to us. The Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Act, in respect of activities carried on by the company. Hence the provisions of clause 4(viii) of the Order is not applicable to the Company.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee''s state insurance, income tax, sales tax. service tax. wealth tax. custom duty, excise duty, cess, and other statutory dues applicable with the appropriate authorities during the year, and there were no such outstanding dues as at March 31, 2013 for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, wealth tax. custom duty, excise duty, cess, which have not been deposited on account of dispute.

10. The Company has no accumulated losses as at March 31. 2013 after considering the balance in Reserve and Surplus account as at that date and has also not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. ,

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, banks. There are no debenture holders.

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

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

14. In our opinion, use Company has maintained proper records of transactions and contracts relating to dealing or trading in securities during the year and timely entries have been made therein. Further, such securities have been held by the Company in its own name.

15. According to the records of the company and the information and explanations provided by the management, the company has given guarantee for loans taken by its associated company from banks, the terms and conditions whereof in our opinion are not prima facie prejudicial to the interest to the Company.

16. According to the records of the company, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

18. According to the records of the company and the information and explanations provided by the management, 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.

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

20. The Company has not raised any money through a public issue during the year.

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

FOR R. H. MODI & CO., CHARTERED ACCOUNTANTS

(Registration No : 106486W)

R.H.MODI

PROPRIETOR

Membership No. 37643

Place: MUMBAI

Dated : 28/05/2013

---

Mar 31, 2011

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

2. We have 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 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 (Auditor's Report) Older, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 237 of the Companies Act, 1556 of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according Id the information and explanations given to us, we give In the Annexure a statement on the matters specified in paragraphs & and 5 of the said Order.

4, We report that;

a. We have obtained all the information and explanation, 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 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 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 except the following

(i) Hon Provision for diminution in value of investment as required by Accounting Standard (A5)-13 ' Accounting for investments' issued by the Institute of Charted Accountants of India for reasons mentioned in note 3 of Schedule '17

(ii) Accounting Standard (AS)-I5 Revised "Accounting for Retirement benefits in the Financial Statements of the Employers" issued by the Institute of Chartered Accountants of India for reasons mentioned in note 4 of Schedule '17 '

e. On the basis of written representations received from the directors, as on March 31. 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31. 2011 from being appointed as a director in terms of clause (9) 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 subject to:

i) In respect of non provision of diminution in value of investment of Rs. 3.53 Lacs (See note 3)

ii) In respect of non determination and non provision of gratuity liability and of liability towards leave encashment upon retirement. (See note 4)

and read with the other notes appearing thereon, give the information required by the Companies Act 1956 in the manner so required and give a true and fair view.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 11, 2011. and

(b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date.

(c) in the case of the Cash Row Statement, of the cash flow for the year ended on that date.



ANNEXURE TO AUDITOR'S REPORT

(Referred to in paragraph 3 of the Auditor's Report to the members of MINAL INDUSTRIES LIMITED for the year ended 31st March, 2011)

1. (a) The Company has maintained memorandum of records showing details of fixed assets (except furniture and fittings and electrical installation). However, comprehensive fixed assets register is being complied.

(b) The fixed assets of the Company have been physically verified by the management during the year; no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of Fixed Assets has not been disposed of by Company during the year.

2. (a) According to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its Business.

(c) According to the information and explanations given to us, the Company is maintaining proper records of its inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us. the Company has granted unsecured loan to two Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The details of loan are as under:

Name of the Company Relationship Maximum Amount Year end involved Balance Minal International FZE Subsidiary 1,43,28,930 1,43,28,930 Company (Mahendra Infojewels Limited Associate 6,28,21.563 6,26,96,563 Company

(b) The Company has granted interest bearing loan of Rs. 1,38,55,117/- (net of exchange difference) to its subsidiary company which the company has made provision of interest income and the loan given to associate company is Interest free In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been granted to the above Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of the Company.

(c) The receipt of the principal amount is regular

(d) There are no overdue amount and hence the provision of sub-clause (d) of clause 4(iii) of the Order are not applicable to the Company.

(e) The Company has taken loan from Director covered in the register maintained under Section 301 of the Act. The details of loan are as under:

No of Directors Maximum Amount outstanding Amount outstanding at during the year the year end

1 Rs.6,36,15,000/- Rs,42,40,000/-

(f) No interest is paid and other terms and conditions on which loan has been taken from Directors listed in register maintained under section 301 are Prima facie not prejudicial for the interest of the Company.

(g) The Company is regular in repaying the principal amount as stipulated.

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 inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion and according to the information and explanations given to us. the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 have been properly entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. The company has no internal audit system

8. The matter specified in clause (viii) of paragraph 4 of the Order regarding maintenance of cost records under clause (d) of sub- section (1) of section 209 of the Act is not applicable to the Company.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, service tax. wealth tax, custom duty, excise duty, cess, and other statutory dues applicable with the appropriate authorities during the year, and there were no such outstanding dues as at March 31, 2011 for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess, which have not been deposited on account of dispute.

10. The Company has no accumulated losses as at March 31,2011 after considering the balance in Reserve and Surplus account as at that date and has also not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, banks. There are no debenture holders.

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

13. 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 statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the Company is not a dealer or trader in shares, securities debentures and other investment and hence, requirement of paragraph 4(xiv) are not applicable to the Company.

15. According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee For loans taken by others from banks or Financial institutions.

16. According to the records of the company, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment by the company.

18. According to the records of the company and the information and explanations provided by the management, 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,

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

20. The Company has not raised any money through a public issue during the year.

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

FOR R. H. MODI & CO. CHARTERED ACCOUNTANTS (Registration no. 106486W)

R. H. MODI PROPRIETOR Membership No. 37643

Place : Mumbai Date : 31/05/2010

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MINAL INDUSTRIES LIMITED, as at March 31, 2010 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We report that:

a. We have obtained all the information and explanation, 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 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 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 except the following

(i) Non Provision for diminution in value of investment as required by Accounting Standard (AS)-13 Accounting for investments issued by the Institute of Chartered Accountants of India for reasons mentioned in note 3 of Schedule 16

(ii) Accounting Standard (AS)-15 Revised "Accounting for Retirement benefits in the Financial Statements of the Employers" issued by the Institute of Chartered Accountants of India for reasons mentioned in note 4 of Schedule 16

e. On the basis of written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 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 subject to:

i) In respect of non provision of diminution in value of investment of Rs. 3.53 Lacs (See note 3)

ii) In respect of non determination and non provision of gratuity liability and of liability towards leave encashment upon retirement. (See note 4)

iii) In respect of Trading Division (Jewellery & Consumer Division), the Company has not maintained quantitative records of all the items in which the Company is dealing and in absence of stock statement showing item wise Quantities and value, for the purpose of annual accounts, the inventory of opening stock and closing stock as taken, valued and certified by the directors is relied upon.

and read with the other notes appearing thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010, and

(b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of the Auditors Report to the members of MINAL INDUSTRIES LIMITED for the year ended 31st March, 2010)

1. (a) The Company has maintained memorandum of records showing details of fixed assets (except furniture and fittings and electrical installation). However, comprehensive fixed assets register is being complied.

(b) The fixed assets of the Company have been physically verified by the management during the year; no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of Fixed Assets has not been disposed of by Company during the year.

2. (a) According to the information and explanations given to us, inventories have been physically verified by the management at reasonable intervals during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) According to the information and explanations given to us, the Company is maintaining proper records of its inventory (except Trading Division (Jewellery and Consumer Division)). The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has granted unsecured loan to two Companies covered in the register maintained under Section 301 of the Companies Act, 1956. The details of loan are as under:

Name of the Company Relationship Maximum Amount involved Year end Balance

Minal Inter national FZE Subsidiary Company 71,88,500 71,88,500

Minal Exim Pvt Ltd Associate Company 1,00,000 1,00,000

(b) In our opinion and according to the information and explanations given to us, the terms and conditions on which loans have been granted to the above Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of the Company except that no interest has been charged for the year on these loan.

(c) The receipt of the principal amount is regular

(d) There are no overdue amount and hence the provision of sub-clause (d) of clause 4(iii) of the Order are not applicable to the Company.

(e) The Company has taken loan from Director covered in the register maintained under Section 301 of the Act. The details of loan are as under:

No of Directors Maximum Amount outstanding during the year Amount outstanding at the year end

1 Rs.1,75,000/- Rs.1,75,000/-

(f) No interest is paid and other terms and conditions on which loan has been taken from Directors listed in register maintained under section 301 are Prima facie not prejudicial for the interest of the Company.

(g) The Company is regular in repaying the principal amount as stipulated.

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 inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, carried out accordance with the auditing standards generally accepted in India and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control systems.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 have been properly entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provi of the Companies Act, 1956 and the rules framed there under.

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

8. The matter specified in clause (viii) of paragraph 4 of the Order regarding maintenance of cost records under clause (d) of section (1) of section 209 of the Act is not applicable to the Company.

9. (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed stati dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales service tax, wealth tax, custom duty, excise duty, cess, and other statutory dues applicable with the appropriate author during the year, and there were no such outstanding dues as at March 31, 2010 for a period exceeding six months from the they became payable.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no i of income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess, which have not been deposited on accour dispute.

10. The Company has no accumulated losses as at March 31, 2010 after considering the balance in Reserve and Surplus account as at ¦ date and has also not incurred any cash losses in the financial year ended on that date or in the immediately preceding finar year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that company has not defaulted in repayment of dues to a financial institution, banks. There are no debenture holders.

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

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion, the Company is not a dealer or trader in shares, securities debentures and other investment and hence, requiremi of paragraph 4(xiv) are not applicable to the Company.

15. According to the records of the company and the information and explanations provided by the management, the company has i given any guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, report that no funds raised on short-term basis have been used for long-term investment by the company.

18. According to the records of the company and the information and explanations provided by the management, the company has n made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of ti Companies Act 1956.

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

20. The Company has not raised any money through a public issue during the year.

21. As per the information and explanation given to us by the management, no material fraud on or by the Company has been notice or reported during the year.

FOR R. H. MODI & CO

CHARTERED ACC0UNTANT (Registration no. 106486W

R. H. MODI

Place : Mumbai PROPRIETOR

Date : 31/05/2010 Membership No. 3764