Auditor Report of Mini Diamonds (India) Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of MINI DIAMONDS INDIA LIMITED (“the
Company”), which comprise the balance sheet as at March 31,2025, and the Statement of Profit and Loss, Statement
of changes in Equity and statement of cash flows for the year ended, and notes to the financial statements, including
a summary of significant accounting policies and other explanatory information. (hereinafter referred to as ‘financial
statement’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 (‘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 March 31, 2025 its profit, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing 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 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters
to communicate in our report.

Information other than the financial statements and auditors’ report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the Financial Statements and our auditors’ report
thereon. The chairman statement, Directors’ Report, Management discussion and analysis report (herein after
referred to as other report) are expected to be made available to us after the date of this auditor’s report

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 financial statements or
our knowledge obtained in 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 as no other information as described above has been made available
for review.

Management’s responsibility for the financial statements

The Company’s board of directors are responsible for the matters stated in section 134 (5) of the Act with respect
to the preparation of these financial statements that give a true and fair view of the financial position, 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 accounting standards specified under section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

The board of directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s 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 misstatement in the standalone Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may
be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the Financial
Statements.

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

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

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

Report on other legal and regulatory requirements

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.

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

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

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

(c) The balance sheet, the statement of profit and loss in the Statement of 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 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, 2025 taken on record
by the board of directors, none of the directors is disqualified as on March 31,2025 from being appointed as a
director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with
reference to these Standalone Financial Statements and the operating effectiveness of such controls, refer to
our separate Report in “Annexure 2” to this report; and

(g) In our opinion and according to the information and explanation given to us, managerial remuneration paid or
provided by the Company to its directors is in accordance with the provisions of section 197 read with Schedule
V to the Act for the year ended March 31,2025;

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

a. The Company does not have any pending litigations which would impact its financial position;

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

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

d. (1) The Management has represented that, to the best of its knowledge and belief, some funds (which

are material either individually or in the aggregate) have been advanced or loaned (Director of the
Company Mr. Ronish Shah and Upendra Shah - Rs. 3.17 Crore and Rs. 3.30 Crore respectively)
or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;

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

(3) Based on audit procedures carried out by us, that we have considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

e. In our opinion and according to the information and explanations given to us, No Dividend declared or
paid during the year by the company under section 123 of the Companies Act, 2013.

f. Based on our examination which included test checks, the Company has used accounting software for
maintaining its books of account for the year ended 31st March, 2025 which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions
recorded in the software. Further, during the course of our audit, we did not come across any instance of
the audit trail feature being tampered with.

For Mittal & Associates

Chartered Accountants
Firm Registration No. 106456W

Sd/-

Mukesh Sharma
Partner

Date: 30^th May 2025 Membership No. 134020

Place: Mumbai UDIN: 25134020BMKZXJ4801

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Mar 31, 2024

We have audited the accompanying statement of financial results of Mini Diamonds India Limited for the quarter and year ended 31^st March, 2024 attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”)

In our opinion and to the best of our information and according to the explanations given to us these financial results:

(i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and

(ii) give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information for the quarter ended as well as for the year to date results for the period from 1.4.2023 to 31.03.2024

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the code of ethics.

Management’s responsibility for the Standalone Financial Results

These quarterly financial results as well as the year to date standalone financial results have been prepared on the basis of the interim financial statements. The Company’s Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting’ prescribed under Section 133 of the Act read with relevant rules issued there under and other Accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 result that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the Audit of the Financial Results

Our objectives are to obtain reasonable assurance about whether the financial results 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 results.

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 results, 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, but not for the purpose of expressing an opinion on the operating effectiveness of the Company’s internal control.

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

• Conclude on the appropriateness of Board of Director’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 results 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 results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

Other Matters

Attention is drawn to the fact that figures for the quarter ended 31st March, 2024 as reported in the Financial Results are the balancing figures between audited figures in respect of the financial year ended 31^st March, 2024 and the published year to date figures upto the end of the third quarter of the relevant financial year. Also the figures upto the end of the third quarter are only been reviewed and not subjected to audit.

For Mittal & Associates.

Chartered Accountants Firm Reg.No.106456W

CA Mukesh Kumar Sharma

Partner

M.No.134020

Place of signature: Mumbai

Date: 28^th May 2024

UDIN: 24134020BKEIUW7753

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Mar 31, 2013

Report on the Financial Statements

We have audited the attached financial statements of Mini Diamonds (India) Limited ("The Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date 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"). 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 whether the financial statements are free from material misstatements.

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

The Company has not made provision of it''s obligation under the defined benefit plan viz: Gratuity, which constitutes a departure from the Accounting Standard 15 "Employee Benefits" referred to in sub-section (3C) of section 211 of the Act.

Qualified 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 Companies Act, 1956 in the manner so required and gives, a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet of the state of affairs of the company as at 31st March, 2013; and

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

iii) in the case of 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 Section 227(4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in the 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet , the Statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of accounts;

d) Except for the matter described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report complies with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March 2013 and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31 st March, 2013 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956.

ANNEXURE TO AUDITOR''S REPORT

Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date:

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

b) As explained to us, the assets have been physically verified by the management which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) The Company has not disposed off any substantial portion of fixed assets during the year.

ii) a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us and based on our examination of the records of inventories, the Company has maintained proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii) a. The Company has not granted any loan (secured or unsecured) to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In view of this sub clause (b), (c), and (d) of this clause are not applicable.

b. The Company has taken unsecured loan from a firm and other parties covered in the register maintained under Section 301 of the Act. The number of parties involved are three, the aggregate loan amount is Rs 2,76,21,000 /-, maximum amount involved is Rs 42,512,882/- and year end balance is Rs 38,287,182/-. The loans taken are unconditional and interest free, in view of this sub clause (f) and (g) of this clause are not applicable.

iv) There is an adequate internal system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been properly entered in the said register.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of each party during the year, have been made at prices which appear reasonable as per information available with the Company.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix) a) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, following undisputed amounts payable have remained outstanding as at 31 st March, 2013 for a period more than six months from the date they became payable:

Name of the Statute Nature of Dues Amount (Rs.) Financial Year: Due Date

Income Tax Act,1961 Self Assessment Tax 760,650/- 2011-12 30th Sept, 2012

Income Tax Act,1961 Tax Deducted at Source 6,798/- 2011-12 30th April, 2012

Income Tax Act, 1961 Tax Deducted at Source 28,581/- 2012-13 7th October, 2012

b) According to the records of the Company no statutory dues are payable which has not been deposited on account of disputes.

x) The company neither has any accumulated losses at the end of the financial year nor has it incurred any cash loss in the financial year under report or in the immediately preceding financial year.

xi) Based on our audit procedures, information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to the financial institutions and banks.

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any Special Statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) The Company is not a dealer or trader in Shares.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans.

xvii) The short term funds raised by the Company have not been used for long term investment. The company has not raised any long term funds.

xviii) 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 during the year.

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by way of public issues during the year.

xxi) On the basis of our examination and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For V. A. Parikh &Associates

Chartered Accountants

F. R. No: 112787W

(Jinesh J. Shah)

Place: Mumbai Partner

Date : May 29, 2013 Membership No. 111155

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Mar 31, 2012

We have audited the attached Balance Sheet of Mini Diamonds (India) Ltd. as at 31 st March, 2012 and the Statement of Profit and Loss for the year ended on that date. These financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows:

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the Order1) issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss dealt with by this report complies with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31 st March, 2012 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956.

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Company'sAccounting Policies and the Notes thereto, give the information required by the Companies Act, 1956 in the manner so required and subject to:

Non provision of it's obligation under the defined benefit plan viz: Gratuity in accordance with Accounting Standard 15 (revised 2005) "Employee Benefits" issued by the Institute of Chartered Accountants of India.

give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

ANNEXURE TO AUDITOR'S REPORT

Referred to in paragraph 1 of our report of even date:

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

b) As explained to us, the assets have been physically verified by the management which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) The Company has not disposed off any fixed assets during the year.

ii) a) As explained to us, the Inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us and based on our examination of the records of inventories, the Company has maintained proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii) a) The Company has not granted any loan (secured or unsecured) to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In view of this sub clause (b), (c), and (d) of this clause are not applicable.

b) The Company has taken unsecured loan from a firm and other parties covered in the register maintained under Section 301 of the Act. The number of parties involved are three, the aggregate loan amount is Rs 79,60,516/-, maximum amount involved is Rs. 34,700,534/- and year end balance is Rs. 1,74,01,882/-. The loans taken are unconditional and interest free, in view of this sub clause (f) and (g) of this clause are not applicable.

iv) There is an adequate internal system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been property entered in the said register.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding the value of Rs. 500,000 in respect of each party during the year, have been made at prices which appear reasonable as per information available with the Company.

vi) The Company has not accepted any deposits from the public.

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

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

ix) a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Cess and other statutory dues with appropriate authorities, excepting if s dues under The Maharashtra State Tax on Professions, Trades Callings & Employments Act, 1975. According to the information and explanations given to us, following undisputed amounts payable have remained outstanding as at 31st March, 2012 for a period more than six months from the date they became payable:

Name of the Statute Nature of Dues Amount (Rs.) Financial Year: Due Date

Income Tax Act, 1961 Self Assessment Tax 349,293/- 2010-11 30th Sept 2011

b) According to the records of the Company no statutory dues are payable which has not been deposited on account of disputes.

x) The company has not incurred any cash loss in the financial year under report or in the immediately proceeding financial year.

xi) Since the Company has not taken any loan from any bank or financial institution, provision of clause (xi) are not applicable to the Company.

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any Special Statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) The Company is not a dealer or trader in Shares.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans.

xvii) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised any short term funds.

xviii) 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 during the year.

xix) The Company has not Issued any debentures.

xx) The Company has not raised any money by way of public issues during the year.

xxi) On the basis of our examination and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For V. A. Parikh & Associates

Chartered Accountants

F.R.No:112787W

(Jinesh J. Shah)

Place: Mumbai Partner

Date : August 27,2012 Membership No. 111155

---

Mar 31, 2011

We have audited the attached Balance Sheet of Mini Diamonds (India) Ltd. as at 31st March, 2011 and the Profit and Loss account for the year ended on that date. These financial statements are the responsibility of the entity''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows :

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by Companies (Auditor''s Report) (Amendment) Order, 2004 (together ‘the Order'') issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report complies with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956.

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Company''s Accounting Policies and the Notes thereto, give the information required by the Companies Act, 1956 in the manner so required and subject to:

Non provision of its obligation under the defined benefit plan viz: Gratuity in accordance with Accounting Standard 15 (revised 2005) "Employee Benefits" issued by the Institute of Chartered Accountants of India.

give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) in the case of Profit and Loss Account, of the profit of the company for the year ended on that date

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

Referred to in paragraph 1 of our report of even date :

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

b) As explained to us, the assets have been physically verified by the management which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) The Company has not disposed off any fixed assets during the year.

ii) a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us and based on our examination of the records of inventories, the Company has maintained proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii) a) The Company has not granted any loan (secured or unsecured) to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In view of this sub clause (b) , (c) , and (d) of this clause are not applicable.

b) The Company has taken unsecured loan from a firm and other parties covered in the register maintained under Section 301 of the Act. The number of parties involved are three, the aggregate loan amount is Rs 38,488,413/- , maximum amount involved is Rs. 36,678,413/- and year end balance is Rs. 32,922,013/-. The loans taken are unconditional and interest free, in view of this sub clause (f) and (g) of this clause are not applicable.

iv) There is an adequate internal system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been properly entered in the said register.

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956, in our opinion, have been made at reasonable prices having regard to the prevailing market prices.

vi) The Company has not accepted any deposits from the public.

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

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

ix) a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Cess and other statutory dues with appropriate authorities, excepting it''s dues under The Maharashtra State Tax on Professions, Trades Callings & Employments Act, 1975. According to the information and explanations given to us, following undisputed amounts payable have remained outstanding as at 31st March, 2011 for a period more than six months from the date they became payable:

Name of the Statute Nature of Dues Amount (Rs.) Financial Year Due Date

Income Tax Act,1961 Self Assessment Tax 470,000/- 2009-10 30th Sept. 2010

b) According to the records of the Company no statutory dues are payable which has not been deposited on account of disputes.

x) The company has not incurred any cash loss in the financial year under report or in the immediately preceding financial year.

xi) Since the Company has not taken any loan from any bank or financial institution, provision of clause (xi) are not applicable to the Company..

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any Special Statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) The Company is not a dealer or trader in Shares.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans.

xvii) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised any short term funds.

xviii) 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 during the year.

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by way of public issues during the year.

xxi) On the basis of our examination and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For V. A. Parikh & Associates

Chartered Accountants

F. R. No: 112787W

(Jinesh J. Shah)

Place : Mumbai Partner

Date : August 25, 2011 Membership No. 111155

---

Mar 31, 2010

We have audited the attached Balance Sheet of Mini Diamonds (India) Ltd. as at 31st March, 2010 and the Profit and Loss account for the year ended on that date. These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

We report as follows :

1. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report complies with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Companys Accounting Policies and the Notes thereto, give the information required by the Companies Act, 1956 in the manner so required and subject to:

Non provision of its obligation under the defined benefit plan viz: Gratuity in accordance with Accounting Standard 15 (revised 2005) "Employee Benefits" issued by the Institute of Chartered Accountants of India.

give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet of the state of affairs of the company as at 31s March, 2010; and

ii) in the case of Profit and Loss Account, of the profit of the company for the year ended on that date

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

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 1 of our report cf even date :

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

b) As explained to us, the assets have been physically verified by the management which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) The Company has not disposed off any fixed assets during the year.

ii) a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c) In our opinion and according to the information and explanation given to us and based on our examination of the records of inventories, the Company has maintained proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii) a) The Company has not granted any loan (secured or unsecured) to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In view of this sub clause (b), (c), and (d) of this clause are not applicable.

b) The Company has taken unsecured loan from a firm and other parties covered in the register maintained under Section 301 of the Act. The number of parties involved are six, the aggregate loan amount is Rs 7,878,931/-, maximum amount involved is Rs. 36,081,413/- and year end balance is Rs. 35,896,413/-. The loans taken are unconditional and interest free, in view of this sub clause (f) and (g) of this clause are not applicable.

iv) There is an adequate internal system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been properly entered in the said register.

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956, in our opinion, have been made at reasonable prices having regard to the prevailing market prices.

vi) The Company has not accepted any deposits from the public.

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

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

ix) a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Cess and other statutory dues with appropriate authorities, excepting its dues under The Maharashtra State Tax on Professions, Trades Callings & Employments Act, 1975. According to the information and explanations given to us, following undisputed amounts payable have remained outstanding as at 31sl March, 2010 for a period more than six months from the date they became payable:

Name of the Statute Nature of Dues Amount (Rs.) Financial Year: Due Date

The Maharashtra State Tax Profession Tax 3,300/- 2006-07 March 3107

on Professions, Trades Callings deducted from 31,200/- 2007-08 March 3108

& Employments Act, 1975 salary payments 7,200/- 2009-10 March 3110



b) According to the records of the Company no statutory dues are payable which has not been deposited on account of disputes.

x) The company has not incurred any cash loss in the financial year under report or in the immediately preceeding financial year.

xi) Since the Company has not taken any loan from any bank or financial institution, provision of clause (xi) are not applicable to the Company.

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any Special Statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) The Company is not a dealer or trader in Shares.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans.

xvii) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not raised any short term funds.

xviii) 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 during the year.

xix) The Company has not issued any r-3bentures.

xx) The Company has not raised any money by way of public issues during the year.

xxi) On the basis of our examination and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the year.



For V. A. Parikh & Associates

Chartered Accountants

F.R.No:112787W

(Jinesh J. Shah)

Place :Mumbai Partner

Date : September 8,2010

Membership No. 111155

---

Mar 31, 2009

We have audited the attached Balance Sheet of Mini Diamonds (India) Ltd. as at 31st March, 2009 and the Profit and Loss account for the year ended on that date. These financial statements are the responsibility of the entitys management. Our responsibility is to express an opinion on these financial stater,,at,is jaseu on our audit We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report as follows :

1. As required by the Companies (Auditors Report) Order. 2003 as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the Order1) issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we enclose in theAnnexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 above :

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

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

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

d) In our opinion, the Balance Sheet, Profit & Loss Account dealt with by this report complies with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March. 2009 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of Companies Act, 1956,

f) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Companys Accounting Policies and the Notes thereto, give the information required by the Companies Act, 1956 in the manner so required and subject to:

Non provision of its obligation under the defined benefit plan viz: Gratuity in accordance with Accounting Standard 15 (revised 2005) "Employee Benefits" issued by the Institute of Chartered Accountants of India.

give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet of the state of affairs of the company as at 31st March, 2009; and

ii) in the case of Profit and Loss Account, of the profit of the company for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 1 of our report of even date :

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

b) As explained to us, the assets have been physically verified by the management which in our opinion is reasonable, considering the size and the nature of its business. The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

c) The Company has not disposed off any fixed assets during the year.

ii) a) As explained to us, the inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the si2e of the Company and nature of its business.

c) In our opinion and according to the Information and explanation given to us and based on our examination of the records of inventories, the Company has maintained proper records of inventories and discrepancies noticed on physical verification of inventories as compared to book records were not material.

lii) a. The Company has not granted any loan (secured or unsecured) to companies, firms or other parties covered in the register maintained under Section 301 of the Act. In view of this sub clause (b), (c), and (d) of this clause are not applicable.

e. The Company has taken unsecured loan from a firm and other parties covered in the register maintained under Section 301 of the Act. The number of parties involved are three, the aggregate loan amount is Rs 2,55,00,000 and year end balance is Rs. 28,132,452/-. The loans taken are unconditional and interest free, in view of this sub clause (f) and (g) of this clause are not applicable.

(v) There is an adequate internal system commensurate with the size of the Company and nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services.

v) a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been properly entered in the said register.

b) The transactions made In pursuance of contracts or arrangements entered in the register maintained under section 301 of Companies Act, 1956, in our opinion, have been made at reasonable prices having regard to the prevailing market prices.

vi) The Company has not accepted any deposits from the public.

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

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

ix) a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Customs Duty, Cess and other statutory dues with appropriate authorities, excepting its dues under The Maharashtra State Tax on Professions, Trades Callings & Employments Act, 1975. According to the information and explanations given to us, following undisputed amounts payable have remained outstanding as at 31s1 March, 2009 for a period more than six months from the date they became payable:

Name of the Statute Nature of Dues Amount (Rs.) Financial Year Due Date

The Maharashtra Profession Tax 3,300/- 2006-07 March 3107 State Tax on deducted from 31,200/- 2007-08 March 3108

Professions, Trades saiary payments

Callings & Employments Act, 1975

b) According to the records of the Company no statutory dues are payable which has not been deposited on account of disputes.

x) The company has not incurred any cash loss in the financial year under report or in the immediately preceeding financial year.

xi) Since the Company has not taken any loan from any bank or financial institution, provision of clause (xi) are not applicable to the Company.,

xii) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) The provisions of any Special Statute applicable to the Chit Fund, Nidhi or Mutual Benefit Fund / Societies are not applicable to the Company.

xiv) The Company is not a dealer or trader in Shares.

xv) According to the information and explanations given to us, the Company has not given any guarantee f6r loans taken by others from banks and financial institutions,

xvi) To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans.

xvii) To the best of our knowledge and belief and according to the information and explanations given to us the Company has not raised any short term funds.

xviii) 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 during the year.

xix) The Company has not issued any debentures.

xx) The Company has not raised any money by way of public issues during the year,

xxi) On the basis of our examination and according to the information and explanations given to us no fraud on or by the Ccmpahy has been noticed or reported during the year,

For V A. Parikh & Associates

Chartered Accountants

(Jinesh J. Shah)

Place: Mumbai Partner

Date : Septembers, 2009 Membership No. 111155