Auditor Report of R J Shah & Company Ltd.

Mar 31, 2024

We have audited the accompanying the standalone financial statements of
R. J. SHAH & COMPANY LIMITED ("the Company"), which comprise the Balance Sheet as
at March 31, 2024, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement and the Statement of Changes in
Equity for the year then ended, and a summary of significant accounting policies and other
explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone financial statements give the information required by the
Companies Act, 2013 (" the Act") in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS")
and other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024 , its Profit including Other Comprehensive Income, its Cash
Flows and the Statement of Changes in Equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SA") 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 ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion on the financial
statements.

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 year. These matters were
addressed in the context of our audit of the Standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be
communicated in our report.

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

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

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially
inconsistent with the standalone 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 on the other information that we obtained prior to
the date of this auditor''s report, 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 Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the
Act, with respect to the preparation of these Standalone Financial Statements that give a true
and fair view of the Financial Position, Financial Performance including Other
Comprehensive Income, Cash Flows and the Statement of Changes in Equity 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 provision of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of the appropriate
accounting policies; making judgements 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 fair presentation of the financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give

in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the

Order.

2. 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 appears from our examination of those books;

c) The Balance Sheet, 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 financial statements comply with the accounting
standards 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 with reference to these financial statements and the operating
effectiveness of such controls, refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor''s Report in accordance
with the requirements of section 197(16) of the Act, as amended, in our opinion and
to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

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

i. The Company does not have any pending litigations which would impact
on its financial position.

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

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

iv. (a) Management has represented to us that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts no funds have
been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in
any other persons or entities, including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts no funds have been
received by the Company from any person(s) or entity(ies), including foreign
entities ("Funding Parties"), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")
or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries

(c) Based on our audit procedure conducted that are considered reasonable
and appropriate in the circumstances, nothing has come to our attention that
cause us to believe that the representation given by the management under
paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

v. Dividend declared or paid during the year by the Company is in compliance

of section 123 of the Companies Act 2013.

For N N K & Co.

Chartered Accountants

Firm Registration no. 143291W

sd/-

CA Archana Kumawat

Partner

Membership No.: 620259

Place : Mumbai

Date : 28* May, 2024

UDIN : 24620259BKEAEC9484

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Mar 31, 2015

1. We have audited the accompanying standalone financial statements of R.J.Shah & Company Limited ('the Company"), which comprise the Balance Sheet as at March 31,2015, 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 Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("tire Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) rules 2014, This responsibility also includes maintenance of adequate accounting records in accordance with 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 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions of the Act the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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.

6. An audit involves performing procedures to obtain audit evidence about toe 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 of toe financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by toe Company's Directors, as well as evaluating toe overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by 'the Companies (Auditor's Report) Order 2015', issued by the Central Government of India in terms of sub section (11) of section 143 of the Act (hereinafter referred to as "order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the order.

10. 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 accounts 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, toe afore said standalone financial statements comply with toe Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules, 2014.

e) On the basis of the written representations received from toe directors as on 31st March, 2015 taken on record by toe board of directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of toe Act

f) 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:

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements, refer to Note no.14.2 & Note no.26 to the financial statements.

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

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

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 9 of the Independent's Auditor Report of even date to the members of R.J.Shah & Company Limited on the standalone financial statements as of and for the year ended March 31,2015

I a) The Company has maintained proper records showing lull particulars including quantitative details of fixed assets except that of Furniture and Fixture and scientific Apparatus..

b) A major portion of the fixed assets have been physically verified by the management during the year, in our opinion the tfrequency of verification of the fixed assets By the management is reasonable having regards to size of the company and the nature of its assets. As reported by the management no material discrepancies were noticed on such verifications

II a) As explained to us, the inventory has been physically verified during the year by trie management, in our opinion, the frequency of verification is reasonable

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

c) In our opinion and according to the information and explanation given to as the company is maintaining proper records of inventory, The discrepancies noticed on verification between physical stocks and the book records were not material and have been property dealt with in the books of accounts.

III As per the information and explanation given to us, the Company has not granted any loans, seemed or unsecured, to any Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013.

IV In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regards to the purchase of inventory and fixed assets and for the work done and services. During The course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

V The Company has not accepted any deposits from public within the meaning of section 73 and 74 of the Act and the rules framed thereunder to the extent notified.

VI As per the information and explanation given by the management, lire Central Government has not prescribed for the maintenance of Cost records under section 148(1) of the Companies Act. 2013, therefore the provision under this clause are not applicable to the Company,

VII a) As per the information and explanation given to us and records of the company examined by us, in out opinion the Company is regular in depositing the undisputed statutory dues including Provident Fund, Employees Slate Insurance. Income Tax, Sales Tax, Wealth Tax, Service Tax. Custom Duty and other Statutory dues applicable to it, with the appropriate authorities.

b) According to the information and explanations given to us there are no dues of income Tax, Wealth Tax, Sales lax. Service Tax, Custom Duty and Cess which has not been deposited on account of any dispute

c) The amount required to be transferred to investor Education and Protection Fund has been transferred within stipulated time, in accordance with the relevant provisions of the Companies Act 1986 and Rules made thereunder'

VIII The Company does not have any accumulated losses as ai the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

IX In our opinion and according to information and explanation given to us. the company has not defaulted in the repayment of dues to financial institutions, banks and debentures holders at the balance sheet date

X According to the Information and explanation given to us, the company has not given any guarantee tor loan taken by others from Banks and Financial Institutions.

XI The Company has not raised any term loan during the year

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

For N.S.Bhatt and Associates For Maganlai & Company Chartered Accountants Chartered Accountants Firm Registration No:130891W Firm Registration No:10573lW

N.S.Bhatt Mukesh C Bhatt (Partner) (Proprietor) Membership No.: 010149 Membership No 014092

Place: Mumbai Date::29th May, 2015

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Mar 31, 2014

Report on the Financial Statements : We have audited the accompanying financial statements of R.J.Shah & Company Limited ("the Company*), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. - .

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 about whether the financial statements are free from material misstatement.

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

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

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

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

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

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

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 ofIndia in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

(Referred to in paragraph (1) of our report of even date) In respect of its fixed assets

a) The Company has maintained proper records showing full particulars including quantitative details of fixed assets except that of Furniture and Fixture and scientific Apparatus.

b) A major portion of the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification of the fixed assets by the management is reasonable having regards to size of the company and the nature of its assets. As reported by the management no material discrepancies were noticed on such verifications.

c) In our opinion and according to the information and explanation given to us, a substantial part of the fixed assets has not been disposed off by the company during the year and the going concern status of the company is not affected.

II In respect of its inventories:

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

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

c) In our opinion and according to the information and explanation given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

HI In respect of unsecured loans granted by the company to the companies -covered in the register under section 301 of the companies act, 1956 and according to the information and explanation given to us:-

a) During the year, the Company has not given any loans, secured or unsecured to - companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of CARO are not applicable to the company.

b) The Company has not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (e), (f) and (g) of clause 4(iii) of CARO are not applicable to the company.

IV In our opinion and according to the information and explanation given to us, there is an '' adequate internal control system commensurate with the size of the Company and nature of its business with regards to the purchase of inventory and fixed assets and for the work done and services. During The course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system of the Company.

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

a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI In our opinion and according to the information and explanations given to us he Company has complied with the provisions of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and rules made there under with regard to the deposit accepted from the public. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

VII In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII As informed to us the Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

IX a) According to the information and explanation given to us and the records of the company examined by us, in our opinion the company is generally regular in depositing the undisputed statutory dues includ -ing Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and Other material Statutory dues as applicable with the appropriate authorities during the year.

b) According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty and Cess were in arrears as at 31st March, 2014 for a period of more than six months from the date of they became payable.

c) According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duly and Cess which has not been deposited on account of any dispute.

X The Company does not have any accumulated losses as at the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

XI In our opinion and according to information and explanation given to us, the company has not defaulted in the repayment of dues to financial institutions, banks and debentures holders at the balance sheet date.

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

XII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor Report) Order 2003. are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the clause 4 (xiv) of the Companies (Auditor Report) Order 2003. are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has not obtained any term loans. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XVII According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long term funds have been used to finance short term assets except, permanent working capital.

XIII According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained urider section 301 of the Companies Act, 1956 during the year and the question of whether the price at which the shares have been issued in prejudicial to the interest of the company does not arise.''

XIX The company has not raised any money by issue of debentures and hence the question of securities have been created in respect of the debenture issue does not arise.

XX The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise.

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

For N.S.Bhatt and Assocaites For Maganlal & Company Chartered Accountants Chartered Accountants Firm Registration No:130891W Firm Registration No:105731W

N.S.Bhatt Mukesh C Bhatt (Partner) (Proprietor) Membership No.:010149 Membership No.014092

Place: Mumbai Date "SO* May, 2014

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Mar 31, 2012

1. We have audited the attached Balance Sheet of R. J. SHAH & COMPANY LIMITED, as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit;

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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.

3. As required by the Companies (Auditor's Report) Order 2003 as amended by Companies (Auditor's Report)(Amended) Order 2004 issued by the Central Government of India in terms sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said order

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report

a). We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of 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 and the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d). In our opinion, the Balance Sheet the Statement of Profit and Loss and the 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, to the extent applicable.

e). On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause

(g) of subsection (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 financial statements give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March. 2012;

ii. in the case of the Statement of Profit and Loss, the Profit of the Company for the year ended on that date and

iii. in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31st

March, 2012 of the R. J. SHAH & COMPANY LIMITED.

I. a. The Company has maintained proper records showing full particulars including

quantitative details of Fixed Assets except that of Furniture and Fixture and Scientific Apparatus.

b. A major portion of fixed assets have been physically verified by the Management during the year. In our opinion the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and nature of it's assets. As reported by the Management no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year and the going concern status of the Company is not affected..

II. a. As explained to us, the inventory has been physically verified during the year by the

management. 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of it's business.

c. In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

III. In respect of unsecured loans granted by the Company to companies covered in the Register under Section 301 of the Companies Act, 1956 and according to the information and explanations given to us:-

a. During the year, the Company has not given any loans, secured or unsecured to companies, firms and other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of CARO are not applicable to the Company.

b. The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub-clauses (e),(f) and (g) of clause 4(iii) of CARO are not applicable to the Company. .

IV. In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and nature of it's business with regard to the purchase of inventory and fixed assets and for the work done and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

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

a. Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us we are of the opinion that the transactions that needed to be entered in to the register maintained under section 301 have been so entered .

b. In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under section 301 and exceeding during the year by rupees five lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us the company has complied with the provisions of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and rules made there under with regard to the deposits accepted from the public. As informed to us, no order has been passed by the

Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. ,

VII. In our opinion, the company has an internal audit system commensurate with the size and nature of it's business.

VIII. As informed to us the Central Government has not prescribed the maintenance of cost records under section 209 (1 )(d) of the Companies Act, 1956 for the year under review.

IX. a. According to the information and explanations given to us and the records of the company

examined by us. In our opinion the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities during the year.

b. According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Cess were in arrears as at 31st March, 2012 for a period of more than six months from the date they become payable.

c. According to the information and explanations given to us, there are no dues of Sale Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which has not been deposited on account of any dispute.

X. The company does not have any accumulated losses as at the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders at the balance sheet date.

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

XIII. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (XIII) of the Order is not applicable to the company.

XIV. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the clause (XIV) of the order is not applicable to the company.

XV. Accordingly 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. The company has not obtained any term loans. Accordingly clause (XVI) of the order is not applicable to the company. •

XVII. 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 no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

XVIII. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered under register maintained under section 301 of the companies Act, 1956 during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the company does not arise.

XIX. The company has not raised any money by issue of debentures and hence the question of securities have been created in respect of the debenture issue does not arise.

XX. The company has not raised money by any public issue during the year and hence the question of disclosure and verification of end use of such money does not arise.

XXI. To the best of our knowledge and belief and according to the information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year.

PLACE:MUMBAI FOR MAGANLAL & COMPANY

DATED: 30™ MAY 2012 CHARTERED ACCOUTNANT

MEMBERSHIP NO. 14092 {Registration No. 105731W).

MUKESH C BHATT PROPRIETOR

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Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India.

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

3. As required by the Companies (Auditors Report) Order 2003 as amended by Companies (Auditors Report) (Amended) Order 2004 issued by the Central Government.of India in terms sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of* such checks of the books and records of the Company we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph (3.) above, we report that

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for 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 those 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 and the Profit and 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, to the extent applicable.

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 is disqualified as on 31sl March, 2010 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, subject to and read together with notes there on, of schedule 18 give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

ii) in the case of Profit and Loss Account of the Profit 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.



ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our report of even date on the accounts for the year ended 31s1 March 2010 of the R. J. SHAH & COMPANY LIMITED.

I. a The Company has maintained proper records showing full particulars including quantitative

details of Fixed Assets except that of Furniture and Fixture and Scientific Apparatus.

b. A major portion of fixed assets have been physically verified by the Management during the year. In our opinion the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and nature of its assets. As reported by the Management no material discrepancies were noticed on such verification.

c. In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

II. a As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to information and explanations given to us. the company has maintained proper records ol inventory. The discrepancies noticed on verification between physical stock and the book records were not material and have been properly dealt with in the books of accounts.



III. a. The Company has accepted Unsecured Loans from One Company covered in the registea maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. Fifty thousand and the year end balance of loans taken from such Party was Rs. Fifty thousand. The Company has not granted any loans secured or unsecured to the Companies covered in the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions on which loans have been taken from the Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of company.

c.The Company is regular in repaying the principal amounts as stipulated and has been regular in repayment of interest.

d.There is no overdue amount of loan taken from the companies listed in the register maintained under section 301 of the Companies Act, 1956.



IV. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory and fixed assets and for the work done. During the course of our audit, we have not observed any major weakness in the internal controls system.

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

a. Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us we are of the opinion that the transactions that needed to be entered in the register maintained under section 301 have been so entered.

b.In our opinion and according to the information and explanations given to us, the transactions entered in the register maintained under section 301 and exceeding during the year by rupees five lacs in respect of each party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

VI. In our opinion and according to the information and explanations given to us, the company has complied with the proxisions of section 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and rules made there under with regard to the deposits accepted from the public. As informed to us, no order has been passed by the

Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

VII. In our opinion, the company has jn internal audit system commensurate with the size and nature of its business.

VIII. As informed to us, the Central Government has not prescribed the maintenance of cost records under section

209(l)(d) of the Companies Act, 1!»56 for the year under review. IX. a. According to the information and explanations given to us and the records of the company examined by us, in our opinion the company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities during the year.

b. According to the information and explanations given to us no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty and Cess were in arrears as at 31* March,2009 for a period of more than six months from the date they become payable, except undisputed dues of vat having various due dates of payment aggregating to Rs. 11,25,651/- for the period beginning lst April, 2009 to 30th September, 2009. This amount was in arrear as on 31st March, 2010 for a period of more than six months from the date they became payable and were deposited with the appropriate authorities on 25th May,2010.

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

X. The company does not have any accumulated losses as at the end of the financial year and the company has not incurred cash losses during the current and the immediately preceding financial year.

XI. In our opinion and according to information and explanations given to us the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holder as at the balance sheet date.

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

XIII In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society. Accordingly the clause (XIII) of the Order is not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares, securities debentures and other investments. Accordingly, the Clause (XIV) of the order is not applicable to the company.

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 The Company has not obtained any term loans. Accordingly clause (XVI) of the order is not applicable to the company.

XVII According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital.

XVIII According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties and the companies covered under register maintained under section 301 of the Companies Act, 1956 during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the company does not arise.

XIX The Company has not raised any money by issue of debentures and hence the question of securities have been created in respect of the debenture issue does not arise.

XX The company has not raised money by any public issue during the year and hence the question of disclosure and verification of end use of such money does not arise.

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

PLACE : MUMBAI FOR MAGANLAL & COMPANY

DATED : 31st May 2010 CHARTERED ACCOUNTANTS

MEBERSHIP NUMBER 14092 (MUKESH C. BHATT) PROPRIETOR