Auditor Report of Procal Electronics India Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of Procal Electronics India
Limited (''the Company”) which comprise of the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement
and the Statement of Changes in Equity for the year then ended, and a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,
because of the significance of the matter described in the basis for adverse opinion section of
our report the accompanying Ind AS financial statements do not give a true and fair view in
conformity with the Ind AS and accounting principles generally accepted in India, of the state of
affairs of the company as at 31^st March,2024 and its loss and total comprehensive income, its
cash flows and the changes in equity for the year then ended on that date.

Basis for Adverse Opinion

1. Matters Related to Going Concern: The Company''s net worth is eroded completely due to
continued operational losses incurred by the company and there are no business activities in
the company. The Company has incurred cash loss during the current year and earlier years.
The Company has not carried out any manufacturing or trading activity since last few years.
Company''s manufacturing unit at Silvassa along with all the assets , inventories etc. are
under control of it''s banker Canara Bank in view of the loans taken from bank and GSFC
which have been classified as NPA as per IRAC norms, due to nonpayment of outstanding
dues. Canara Bank has issued notice to company & guarantors under the securitization Act,
one of the guarantor has appealed the said notice with DRT. The legal matter with bank is
still not settled and is under progress. We were communicated by the management, that the
company is in process of settling the pending dues with bank and/or identifying the other
alternative plans. The above factors cast significant uncertainty on the Company''s ability to
continue as a going concern in our opinion.

2. Inventory of Raw Material & Finished goods: Inventory consists of Raw Material & Finished
goods which are lying at Silvassa Manufacturing unit of the company. The said unit is in the
possession of Canara Bank (the lender) and hence the management express its inability to
physically verify and ascertain the fair value of the inventory. In View of the above, the
inventory carried at cost in the financial statements in our opinion is not reasonable since
there must have been depletion in its value as it is in a lock out position for a prolonged
period.

3. Property, Plant and Equipments (Fixed Assets) : Since most of the fixed assets are under the
control of Banks/ Financial Institutions the physical verification of the assets could not be
done by the management and the auditor during the year. Further the fixed assets are
under the control of Banks/ Financial Institution, the valuation and physical existence of the
assets couldn''t be commented upon. The company did not provide us the details of these
fixed assets. The plant and machinery and factory building is in a lockout state for a
prolonged period as a result of which it is expected that the realizable value of such assets

shall not be ascertainable. As informed to us, Canara bank has gone for E Auction( dt-
08.02.2023) for sale of Immovable Properties under the SARFAESI Act, 2002 with a reserve
price of Rs.24.53 lakh. In the E-auction notice Canara Bank has mentioned the outstanding
liabilities as on 31.01.2023 is Rs.64.64 Crores. Further we have been informed by the
management that Canara Bank has Sold the Land and Building Mortgaged with them and
under their possession and realized an amount of Rs 49lacs appx towards their dues. The
details documents has not been provided to us. So we are unable to comment on the above
transaction. The financial transaction has not been accounted for in the financial statement.
So the to this effect, the financial statement do not give true and fair view. The management
has informed to us that they have given a proposal for one time settlement (OTS) to the
Canara bank. The outcome of the proposal is yet to be received.

4. Bank Account: The bank accounts of the company were inoperative pending KYC
Compliances. All the payments on behalf of the company has been made from director own
source of accounts.

We conducted our audit of the financial statements in accordance with the Standards on Auditing
(Sas) specified under section 143(10) of 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 (ICAI) together with the independence
requirements that are relevant to our audit of the financial statements under the provisions of
the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAl’s Code of Ethics. We believe that the audit
evidence we have obtained are sufficient and appropriate to provide a basis for our adverse audit
opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost
significance in our audit of the financial statements for the current period. These matters were
addressed in the context of our audit of the financial statements as 4 whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our
report.

Sr. No	Key Audit Matters	Auditor''s Response
1.	Accuracy of recognition, measurement, presentation and | disclosures of Raw Material & Finished goods Inventory as per IND As 2	We have assessed the Company''s process to identify the impact of adoption of the inventory accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing are as follows: Inventory consists of Raw Material & Finished goods which are lying at Silvassa Manufacturing unit of the company. The said unit is in the possession of Canara Bank (the lender) and hence the management express its inability to physically verify and ascertain the fair value of the inventory. In View of the above, the inventory are carried at cost in the financial statements by the management of the Company.
2	Recognition and Confirmation of Balances of	We have assessed the Company''s process to identify the balance of Sundry Debtors, Creditors and other Current Asset

	Sundry Debtors Creditors and other current assets and	and Liabilities in Books of Accounts.
	liabilities	Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: (i) We have relied on the accounting and figures as provided to us for audit in the absence of conformations received from parties.

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

The Company''s Board of Directors are responsible for the preparation of the other information. The other
Information comprises the information included in the Management Discussion and Analysis, Board''s Report
Including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and
Shareholder''s Information, but does not include the financial statements and our auditor''s report thereon.
Our Opinion on the financial statements does not cover the other information and we do not express any
form of

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

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 gives a true and fair view of the financial
position,

Financial performance, total comprehensive income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error. In preparing the financial
statements, management is responsible for assessing the Company''s ability to continue as 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 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 financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143 (3) (i) of the Act, we are also
responsible for expressing our opinion on whether the Company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s adoption 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 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 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.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by 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 purpose of our audit.

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

it appears from our examination of those books except for the points which are qualified in our audit

report.

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 Ind AS financial statements comply with the Ind AS specified under

section 133 of the Act

e. ) On the basis of written representations received from the directors as on March 31, 2024 taken on

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

f. ) With respect to the adequacy of the internal financial controls over financial reporting of the Company

and the operating effectiveness of such controls, refer to our separate Report in “Annexure A" to this
report.

g. ) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 41 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements.

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

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

iv. a.) The Management has represented that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company
during the year, to or in any other person or entity, including foreign entity (‘Intermediaries’), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries; (b) The Management has represented, that, to the best of
its knowledge and belief, no funds (which are material either individually or in the aggregate) have
been received by the Company during the year, from any person or entity, including foreign entity
("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; (c) Based on the audit
procedures that have been considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under and (b) above, contain any material misstatement.

v. The company during the year has not proposed, declared and paid any interim as well as any final
dividend due to continuous loss incurred by the company as explained to us.

vi. The reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from
1 April 2023. Based on the examination and explanations provided to us, the Company has not used
accounting software for maintaining its books of account, which have a feature of recording audit trail
(edit log) facility.

2. As required by the Companies (Auditor''s Report) Order, 2020 (‘the Order") issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure B’ a statement on the matters

specified in paragraphs 3 and 4 of the Order.

3. With respect to the matters to be included in the Auditor''s report in accordance with the requirements
of section 197(16) of the Act, as amended: The company has neither provided nor paid any Director
Remuneration during the year.

For Pams & Associates
Chartered Accountants
Firm Registration number: 316079E

Sd/-

CA Kamal Chandra Das
Partner

Membership Number: 300040
UDIN: 24300040BK AOJM4062

Place: Bhubaneswar
Date: 31.05.2024

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Mar 31, 2014

1. We have audited the accompanying financial statements of M/S. PROCAL ELECTRONICS INDIA LIMITED, MUMBAI, which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and Cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

2. The Company''s 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 notified under 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 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. 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.

4. 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.

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

Basis for Qualified Opinion

6. The company''s manufacturing unit at Silvassa along with other fixed assets are under control of it''s banker on account on non-payment of outstanding dues and due to that and other reasons company had discontinued it''s business operations since many years. As per the Accounting Standard As-28 prescribes by The ICAI the company need to value it''s assets and carried at the value not exceeding the amount to be recovered through use or sale of assets. The company need to account the impairment of it''s assets which it has not complied with the requirement of AS-28 " Impairment of assets " to the extent applicable to the company.

Qualified Opinion

7. 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 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 case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2014 and

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

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

Emphasis of Matter

8. We draw attention to the following explanatory notes:

(i) Note No. 18 with regard to preparation of accounts on going concern basis, despite of closure of units and absence of any business activities.

(ii) Note No. 19 with regard to non provision of interest on loans taken from Bank and GSFC app of Rs.199.64 lacs by which the loss for the year is understated.

(iii) Note No. 20 with regard to non provision of Doubtful debts of Rs. 70,182,411/-

Our opinion is not qualified in respect of above matters.

Report on Other Legal and Regulatory Requirements.

9. As required by the Companies (Auditor''s Report) Order, 2003 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 & 5 of the order.

10. 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 Profit and Loss dealt with by this report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph in our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards notified under 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.

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

ANNEXURE TO THE AUDITORS REPORT:

Referred to in paragraph 9 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) According to the explanations given to us, the Fixed Assets of company have not been physically verified by the management due to premises are in control with Bank and State Government Financial institutions, in absence of physical verification, we are not in a position to comment on the Discrepancies, if any, between physical and book balance and the impact thereof.

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

ii. (a) According to the explanations given to us ,the inventories have not been physically verified during the year by the management. In the absence of that we are not in a position to comment on frequency and procedure of physical verification.

(b) The Company has maintained proper records of inventory. However there were no movements of inventory since last several years due to inventories are under control of Bank.

iii) (a) The Company has not granted any loans secured or unsecured to the parties covered in the register maintain under section 301 of the companies Act, 1956.

b) The Company has taken interest free loan from three parties covered in the register maintained under section 301 of the companies Act, 1956, the maximum amount involved during the year was Rs.39.44 Lacs.

c) In our opinion the other terms and conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act 1956 are not prima facie, prejudicial to the interest of the company.

d) The loan taken is not repaid till date, as there is no specific repayment schedule; hence we are unable to comment upon overdueness of loan.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of it''s business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. However there were no transaction effected during the year by the company.

v) (a) According to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintain under that section, and

(b) We have been informed that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The company has not accepted deposits from the public within the meaning under section 58 & 58AA of the Companies Act 1956, however during the year it has obtained a unsecured loan from a party listed in the register maintained u/s 301 of the Companies Act 1956.

vii) We were informed that the Central Government has not prescribed maintenance of cost records for the company under section 209(1)(d) of the Companies Act, 1956.

viii) (A) Undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, Service Tax, custom duty, excise duty, cess have not generally been deposited in time, however the same is not serious.

The following statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(B) According to the information and explanations given to us there are no dues of Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty which have not been deposited on account of any dispute except as stated below.

ix) The accumulated losses of the company at the end of the financial year are more than 50% of it''s net worth. The company has incurred cash losses during the year covered by this report and the financial year immediately preceding the year covered by this report.

x) The Company has defaulted in repayment of dues to the following Bank/ Financial institutions the details of which are given below.

xi) The Company has not granted Loans and Advances on the basis of security by way of pledge of shares, debenture and other securities.

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

xiii) In our opinion, the company is not dealing with or trading in shares, securities debentures and other investments. Accordingly the provisions of the clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the company.

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

xv) As Per the records of the Company and according to the information and explanations provided to us, the Company has not taken any term loans during the year except in earlier years which were used for the purpose for which it was obtained.

xvi) According to the information and explanations given to us and on an overall examination of the balance sheet of the company we report that the funds raised in earlier years against working capital is being wiped out against the accumulated losses.

xvii) According to the explanations given to us, the company has not made any preferential allotment of shares during the year to parties and companies covered under section 301 of the Act.

xviii) According to the information and explanations given to us, the company has not issued any debentures secured or unsecured.

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

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

for JAIN & KOTHARI

Chartered Accountants F.R.No. 103870W

Place : Mumbai (B.L.JAIN) Date : 14/07/2014 Partner M. No.15568

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Mar 31, 2010

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards required that we plan and perform the audit to obtain reasonable assurance about whether the financial statement are free of material mis- statements. 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 statements presentation. We believe thatour audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclosed in the Annexure a statements on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to bur comments in the Annexure referred to above, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief are 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 such books.

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

d. In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, except that the company has not complied with the requirement of AS 28 " impairment of the assets ", to the extent applicable to this company.

ANNEXURE TO THE AUDITORS REPORT

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

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

(b) According to the explanations given to us,

(i) The Fixed Assets of the company which are in lien and control of bank have not been physically verified by the management in view of that we are unable to express our opinion with regards to frequency andprocedure of physical verification and any discrepancies.

(ii) The fixed assets which are free from any lien and in control with company have been physically vertified

(c) The Company has not disposed of fanypart of fixed assets during the year.

ii. (a)&(b) According to the explanations given to us,

- (i) The inventories of the company which are in lien and control of bank have not been physically vertified by the management in view of that we are unable to express our opinion with regards to frequency andprocedure of physical verification and any discrepancies.

(ii) Other Inventories have been physically verified during the year by the management and in our opinion the frequency and procedure of physical verification are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

iii) (a) The Company has not granted any loans secured or unsecured to the parties covered in the register maintain under section 301 of the companies Act, 1956.

b) The Company has taken interest free loan from three parties covered in the register maintained under section 301 of the companies Act, 1956, the maximum amount involved during the year was Rs. 27.57 Lacs.

c) In our opinion the other terms and conditions on which loan has been taken from the party listed in the register maintained under section 301 of the Companies Act 1956 are not prima facie, prejudicial to the interest of the company

d) The loan taken is not repaid till date, as there is no specific re payment schedule, hence we are unable to comment upon overdueness of loan.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

v) (a) According to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintain under that section, and

e. On the basis of written representation received from the Directors as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as Director in terms ofClause(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 subj ect to

(i) Note No. 3 with regard to preparation of accounts on going concern basis, despite of closure of units and absence of any business activities.

(ii) Note No. 4 with regard to non provision of interest on loans taken from Bank & GSFC app. of Rs. 256.46 lacs by which the loss for the year is understated.

iii) Non compliance to AS 28 and the effect not being determined in the absence of any steps being taken by the company in assessing value of assets and the consequent impairment of such assets.

and the other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India.

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

ii) in case of the Profit and Loss Account of the LOSS of the Company for the year ended on that date.

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

for JAIN &KOTHARI

Chartered Accountants

Firm Regn No. 103870 W

Place : Mumbai (B.L.JAIN)

Dated : 02.09.2010 Partner.

M. No. 15568