Auditor Report of Suvidha Infraestate Corporation Ltd.

Mar 31, 2024

We have audited the standalone financial statements of SUVIDHA INFRAESTATE CORPORATION LIMITED
(“the company”), which comprise the Balance Sheet as at 31st March 2024, and the Statement of Profit
and Loss (including other Comprehensive Income), and the Statement of changes in Equity, and the
Statement of Cash Flow for the year then ended, and notes to the financial statements, including
summary of material accounting policies and other explanatory information (hereinafter referred to as
“Standalone financial statement”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (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 31st March 2024 and its Profit (including other comprehensive income),
changes in equity and its cash flows for the year ended on that date.

Basis for opinion

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

Key audit matters

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

The key audit matters	How our audit addressed the key audit matter
Advance booking received in to sales
The company has received Rs. 87.78 lakh from ten customers as booking advance for sale of land since last several years. Neither conveyance deed is executed nor amount is refunded nor balance confirmation is received.	Our audit procedures include the following substantive procedures: The management has confirmed that these are genuine transaction and shall be converted in to sales within short period. We have sent balance confirmation letters to all the parties however, till the time of audit completion neither positive nor negative replies have been received from any of the parties.
Inventory
The company has been trying to sell plotted lands for the last several years. Forecasts of future sales are dependent on market conditions, which can be difficult to predict and be influenced by political and economic factors.	Our audit procedures include the following substantive procedures: Assessing the Company’s valuation methodology for the key estimates, data inputs, and assumptions adopted in the valuation. This involved comparing

	expected average selling prices with published data such as recently transacted prices for similar properties located in the nearby vicinity of each project and the sales budget maintained by the Company; The auditors have visited where the company is trying to sell its plotted lands. On a visit, it is found that the said lands are still available without any encroachment. The management has agreed to sell the land shortly if needed at reduced prices to clear the inventory.
Unpaid calls
There are unpaid calls of Rs. 50.19 lakh in the Share capital for more than 10 years. The name of shareholders who have not paid is not known. No procedure for forfeiture of shares is initiated.	Our audit procedures include the following substantive procedures: The management has agreed to make extra efforts either to obtain the money or start the procedure for the forfeiture of shares.
Revenue recognition for real estate projects
The Company applies Ind AS 115 “Revenue from contracts with customers” for recognition of revenue from real estate projects, which is being recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset. Considering the application of Ind AS 115 involves significant judgment in identifying performance obligations and determining when ‘control’ of the asset underlying the performance obligation is transferred to the customer, the same has been considered a key audit matter.	Our audit procedures include the following substantive procedures: Read the Company’s revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115. Obtained and understood revenue recognition process including identification of performance obligations and determination of transfer of control of the asset underlying the performance obligation to the customer. Read the legal opinion obtained by the Company to determine the point in time at which the control is transferred in accordance with the underlying agreements. Tested, revenue-related transactions with the underlying customer contracts, sale deed and handover documents, evidencing the transfer of control of the asset to the customer based on which revenue is recognised. Assessed the revenue-related disclosures included in Note 18(1.12) to the standalone Ind AS financial statements in accordance with the requirements of Ind AS 115.

Other information

The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report but does not
include the financial statements and our auditors’ report thereon.

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

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance with the accounting principles generally
accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the
Act, read with relevant rules issued there under. 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 and the Board of Directors are responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Company or to cease operations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements

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

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

• Conclude on the appropriateness of 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 auditors’ 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 auditors’ 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 beliefs 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 examinations 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 relevant books of account;

d. In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards
specified under section 133 of the Act, read with relevant rules issued there under;

e. based on written representations received from the directors and taken on record by the
Board of Directors, none of the directors is disqualified as on 31st March 2024 from being
appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over the financial reporting of
the Company 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, the clause is not applicable, as
the no remuneration paid by the Company to its directors during the year.

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

i. There are no litigations by or against the company as at 31st March 2024 and hence, shall
not affect its financial position in its financial statements.

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 that 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,

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 of kind of funds) by the company to or in any other person(s) or entity(ies),
including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall:

• 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,
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.

• Directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”)
or

• provide any guarantee, security, or the like on behalf of the Ultimate Beneficiaries;
and

c. Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to the notice that has caused
them to believe that the representations under sub-clause(i) and (ii) contain any
material misstatement.” [Refer Note No. 38 & 39]

v During the year no dividend was declared or paid. Hence compliance with Section 123 of
the Companies Act, 2013 is not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account for the financial year ended 31st March
2024, which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we did not come across any instance of the audit
trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on the
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended 31st March 2024.

FOR, J M PARIKH & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN.-118007W.

JATIN PARIKH
PARTNER

PLACE:- AHMEDABAD MEM. NO: - 033811

DATE :- 10/05/2024 UDIN: 24033811BKCTDE7850

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Mar 31, 2014

We have audited the accompanying financial statements of SUVIDHA INFRAESTATE CORPORATION LIMITED which comprise the Balance Sheet as at 31st March, 2014 the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of corporate affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s 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 judgments, including the assessment of 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 company''s preparation and fair presentation of financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) In the case of the Statements of Profit and Loss, of the Profit for the year ended on that date; and

(iii) 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"), as amended, issued by the central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements dealt with by this report are in agreement with the books of accounts;

d. in our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements comply 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

e. on the basis of written representations received from the directors as on 31st March, 2014, 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 subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

TO

THE MEMBERS OF

SUVIDHA INFRAESTATE CORPORATION LIMITED

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) All the assets have been physically verified by the management during the year. No discrepancies were found on physical verifications.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free business advances. The maximum amount involved during the year was Rs. 18,12,010/-. The closing balance of the same was Rs. Nil/-.

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free business advance. The maximum amount involved during the year was Rs. 8,69,460/-. The closing balance of the same is Rs. Nil/-.

The Company has not granted any business advance to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) As the business advances granted by the company are interest free and payable on demand, the question of timely repayment of interest and business advances does not arise.

(d) There are no over due amounts of business advances granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from any company covered in the register maintained under section 301 of the Act.

The company has taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 5,61,982/-. The year end balance of the loan taken from the firm was Rs. NIL/-.

The company had taken interest free unsecured loans from fourteen other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,81,96,018/- and the year end balance of loan taken from such other parties were Rs. 2,12,13,036/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained under section 301.

(b) Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. The interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

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

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

(ix) (a) In our opinion and according to the information and explanations given to us, the company has been regular in deposing undisputed dues with the appropriate authorities in respect of professional tax. In respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of the statute Period of Amount No. dispute (P.Y.) (Rs. in lacs)

A. Gujarat sales tax 1995-96 6,26,342/-

B. Central sales tax 1995-96 30,64,835/-

C. Gujarat sales tax 1996-97 20,85,375/-

D. Gujarat sales tax 1997-98 17,68,097/-

E. Central sales tax 1997-98 6,46,845/-

F. Income Tax 1998-99 63,970/- After Adj refund of A.Y. 1999-2000

Sr. Name of the statute Forum where dispute is pending No.

A. Gujarat sales tax The Company had filed petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order.

B. Central sales tax ---------do---------

C. Gujarat sales tax The Company had filed an appeal in Gujarat High Court. The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits. The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

D. Gujarat sales tax ---------do---------

E. Central sales tax ---------do---------

F. Income Tax Commissioner (Appeal)

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has not incurred cash losses during the current financial year covered by our audit. The company has not incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s 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 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) The term loan was applied for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xxi) 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 J.M. PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.:- 118007W

RAMESH PATHAK Place : Ahmedabad. PARTNER Date : 29/05/2014 MEMBERSHIP NO:-033029

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SUVIDHA INFRAESTATE CORPORATION LIMITED which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the 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.

Auditor''s 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 judgments, including the assessment of 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 company''s preparation and fair presentation of 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

(ii) In the case of the Statements of Profit and Loss, of the Profit for the year ended on that date; and

(iii) 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"), as amended, issued by the central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b. in our opinion proper books of accounts as required by Law have been kept by the Company so far as appears from our examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements dealt with by this report are in agreement with the books of accounts;

d. in our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements comply with the accounting standards referred to in sub section (3C) o f section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March, 2013, taken on record by the board of directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

TO

THE MEMBERS OF

SUVIDHA INFRAESTATE CORPORATION LIMITED

Referred to in paragraph (3) of our Report of even date

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

(b) All the assets have been physically verified by the management during the year. No discrepancies were found on physical verifications.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is easonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 30, 92,010/-. The closing balance of the same was Rs. 18, 12,010/-.

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8, 69,460/-. The closing balance of the same is Rs. 8, 69,460/-.

The Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from any company covered in the register maintained under section 301 of the Act.

The company has taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5, 61,982/-. The year end balance of the loan taken from the firm was Rs 5, 61,982/-.

The company had taken interest free unsecured loans from fourteen other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1, 98, 13,097/- and the year end balance of loan taken from such other parties were Rs. 1, 93, 92,147/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained under section 301.

(b) Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However the interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

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

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

(ix) (a) In our opinion and according to the information and explanations given to us, the company has not been regular in deposing undisputed dues with the appropriate authorities in respect of professional tax. In respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explainations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except Professional Tax amounting to Rs. 1620/-. The said amount has been paid on the date of our audit report.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of Period of Amount Forum where dispute No. the statute dispute (Rs. in is pending (P.Y..) lacs)

A Gujarat 1995-96 6,26,342/- The Company had sales tax filed petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b. Central 1995-96 30,64,835/- ------------do----------- sales tax

c. Gujarat 1996-97 20,85,375/- The Company had sales tax filed an appeal in Gujarat High Court.The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 17,68,097/- ------------do----------- sales tax

e. Central 1997-98 6,46,845/- ------------do----------- sales tax

f. Income 1998-99 63,970/- Commissioner Tax After Adj (Appeal) refund of AY. 1999- 2000

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has not incurred cash losses during the current financial year covered by our audit. The company has incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to information and explainations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions.The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s 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 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) The term loan was applied for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xxi) 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 J.M. PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGISTERATION NO.:- 118007W





Place : Ahmedabad. RAMESH PATHAK Date : 29/05/2013 PARTNER MEMBERSHIP NO:-033029

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of SUVIDHA INFRAESTATE CORPORATION LIMITED at 31st March, 2012, the Statement of Profit and loss and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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 (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 ourexaminationofsuchbooks.

c. The Balance Sheet, Statement of Profit and loss and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and loss and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2012 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Statement of Profit & Loss and Cash Flow Statement read together with the 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012

ii. in so far as it relates to the Statement of Profit and loss, of the loss for the year ended on that date and

iii. in the case of Cash Flow Statement, of the cash flowfor the year ended on that date.

Referred to in paragraph (3) of our Report of even date

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8.48 lacs. The closing balance of the same was Rs. 8.48 lacs .

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8.69 lacs. The closing balance of the same is Rs. 8.69 lacs The Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies & firms listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken interest free unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10.75 lacs. The year end balance of loan taken from the company was Rs NIL/-.

The company had taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5.62 lacs. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 5.62 lacs.

The company had taken interest free unsecured loans from eleven other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 187.22 lacs and the year end balance of loan taken from such other parties were Rs. 187.22 lacs.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and sale of goods & services.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained undersection 301.

(b) Since the transactions were in the nature ofloan given and taken the question of entering the transaction at the prevailing market price does not arise. However the interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A& 58AAof the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident

Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,

Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly

deposited with the appropriate authorities except Tax deducted at source where there has

been slight delay in few cases.

(b) According to the information and explainations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable except Sales Tax.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of the Period of dispute Amount Forum where dispute No. statute (P.Y.) (Rs. in lacs) is pending

A Gujarat 1995-96 0.75 The Company had filed petition sales tax with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b Central 1995-96 30.65 --do-- Sales Tax

c. Gujarat 1996-97 22.35 The Company had filed an sales tax appeal in Gujarat High Court.The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits.The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 17.68 --do-- sales tax

e. Central 1997-98 6.47 --do-- sales tax

f. Income Tax 1998-99 0.64 After Commissioner (Appeal) Adj refund of A.Y. 1999-2000

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explainations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions.The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's 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 provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

24

xvi) The term loan was applied for the purpose for which these loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xxi) 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 J.M. PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGISTERATION NO.:-118007W

Place : Ahmedabad RAMESH PATHAK

Date: 10/08/2012 PARTNER

MEMBERSHIPNO:-033029.

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of SUVIDHA INFRAESTATE CORPORATION LIMITED [FORMERLY KNOWN AS DAIRYFIELD LIMITED] as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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 (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2011 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011

ii. in so far as it relates to the Profit and Loss Account, of the loss for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT TO THE MEMBERS OF SUVIDHA INFRAESTATE CORPORATION LIMITED [FORMERLY KNOWN AS DAIRYFIELD LIMITED] Referred to in paragraph (3) of our Report of even date

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) The company has sold of all of its assets except motor car and land during previous years. We understand that the company is planning to enter into real estate business. The same point has also been mentioned in the directors' report. Hence we can say that the sale of the asset will not affect the going concern basis of the company.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

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

(iii) (a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8, 47,810/-. The closing balance of the same was Rs. 8,47,810/- .

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8,69,460/-. The closing balance of the same is Rs. 8,69,460/- The

Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies & firms listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken unsecured, interest free loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10,75,000/-. The year end balance of loan taken from the company was Rs 10,70,000/-.

The company had taken unsecured, interest free loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5,61,982/-. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 5,61,982/-.

The company had taken interest free unsecured loans from eleven other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,73,17,150/- and the year end balance of loan taken from such other parties were Rs. 1,72,17,150/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and sale of goods & services.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained under section 301.

(b) Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However the interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2011 for a period of more than six months from the date of becoming payable except Sales Tax.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of Period of Amount Forum where dispute is No. the statute dispute (Rs.) pending (P.Y..)

A Gujarat 1995-96 614715 The Company had filed sales tax petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b. Central 1995-96 3064835 ------------ do ------------ sales tax

c. Gujarat 1996-97 2235375 The Company had filed sales tax an appeal in Gujarat High Court. The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits. The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 1768097 ------------ do ------------ sales tax

e. Central 1997-98 646845 ------------ do ------------ sales tax

f. Income 1998-99 63970 Commissioner Tax After (Appeal) Adj refund of A.Y. 1999- 2000

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's 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 provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) The term loan was applied for the purpose for which these loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have not been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xxi) 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, J.M.PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE : - AHMEDABAD

DATE : - 20/07/2011.

RAMESHCHANDRA PATHAK

PARTNER

MEMBERSHIP NO: - 33029.

FIRM REGISTERATION NO.118007W

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of DAIRYFIELD LIMITED as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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 (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

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

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2010 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010

ii. in so far as it relates to the Profit and Loss Account, of the loss for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT TO THE MEMBERS OF DAIRYFIELD LIMITED. Referred to in paragraph (3) of our Report of even date

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) The company has sold of its plant & machinery & electrical installations during previous years. Without these assets it is not possible for the company to carry out its business. However as per our discussions with the management we learned that they are planning to enter in to a new line of business soon. The same point has also been mentioned in the directors' report. Hence we can say that the sale of the asset will not affect the going concern basis of the company.

(ii) There is no inventory. Accordingly the provisions of clause 4 (ii) (a), (ii)(b) & (ii)(c) of the Companies (Auditor Report) Order, 2003 are not applicable.

(iii)

(a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8, 47,810/-. The closing balance of the same was Rs. 8,47,810/- There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8,69,460/-. The closing balance of the same is Rs. 8,69,460/- The Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies & firms listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken unsecured, interest free loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10,75,000/-. The year end balance of loan taken from the company was Rs 10,75,000/-.

The company had taken unsecured, interest free loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5,61,982/-. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 5,61,982/-.

The company had taken unsecured loans from eleven other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,71,91,150/- and the year end balance of loan taken from such other parties were Rs. 1,71,21,150/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and fixed assets and sale of goods & services.

(v)

(a) According to the information and explanations given to us, we are of the opinion that during the year there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us there were no transactions made in pursuance of such contracts/arrangement.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix)

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explainations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2010 for a period of more than six months from the date of becoming payable except Provident Fund,Sales Tax and Tax deducted at sourceThe Company has not paid Provident Fund of Rs.50,083/- and Tax Deducted at Source of Rs.1,44,944/-, which are outstanding for more than six months from the that they became payable.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of Period of Amount Forum where dispute

No. the statute dispute (Rs.) is pending

(P.Y..)

A Gujarat 1995-96 614715 The Company had sales tax filed petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b. Central 1995-96 3064835 ---------- do ------------

sales tax

c. Gujarat 1996-97 2235375 The Company had sales tax filed an appeal in Gujarat High Court.The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits.The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 1768097 ------------ do ------------

sales tax

e. Central 1997-98 646845 ------------ do ------------

sales tax

f. Income 1998-99 63970 Commissioner Tax After (Appeal)

Adj refund of A.Y. 1999- 2000

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit. However, the company has incurred cash losses in the immediately preceding financial year.

(xi) The company has not borrowed any funds.Hence, the question of defaulting on the loan does not arise.Accordingly, clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiii) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) In our opinion, the company has not obtained any Terms Loans during the year. Hence the question of its application for a specific purpose does not arise. Accordingly, clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have not been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xxi) 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, J.M.PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS

PLACE : - AHMEDABAD

DATE : - 28/05/2010.

JATIN PARIKH

PARTNER

MEMBERSHIP NO: - 33811.

FIRM REGISTERATION NO.118007W

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of DAIRYFIELD LIMITED as at 31st March, 2009 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2009 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the 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 except to the extent of

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

ii. in so far as it relates to the 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 flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

TO

THE MEMBERS OF

DAIRYFIELD LIMITED.

Referred to in paragraph (3) of our Report of even date

(i)

(a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) The company has sold of its plant & machinery & electrical installations during the year. Without these assets it is not possible for the company to carry out its business. However as per our discussions with the management we learned that they are planning to enter in to a new line of business soon. The same point has also been mentioned in the directors report. Hence we can say that the sale of the asset will not affect the going concern basis of the company.

(ii)

(a) There is no inventory. Accordingly the provisions of clause 4 (ii) (a), (b) & (c) of the Companies (Auditor Report) Order, 2003 are not applicable. (iii)

(a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 847810/-. The company has not repaid any part of the loan during the year. The closing balance of the same was Rs. 847810/-

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 869460/-. The closing balance of the same is Rs. 869460/- The Company has not granted any loan to a other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken unsecured, interest free loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1750000/-. The year end balance of loan taken from the company was Rs 1075000/-.

The company had taken unsecured, interest free loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 131463/-. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 131463/-.

The company had taken unsecured loans from elevan other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 17025J350/- and the year end balance of loan taken from such other pa/ties were Rs. 17026150/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and fixed assets and sale of goods & services.

(v)

(a) According to the information and explanations given to us, we are of the opinion that during the year there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us there were no transactions made in pursuance of such contracts/ arrangement.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system,

commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central

Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix)

(a) As explained to us, during the year there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. Hence, the question of their payment within a period of six months from their becoming payable does not arise except Sales Tax. Provident Fund &Tax Deducted at Source. The Company has not paid Sales Tax of Rs. 11627/-, Provident Fund of Rs. 104005/- and Tax Deducted at Source of Rs. 556945/-, which are outstanding for more than six months from the that they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax and Provident Fund Contribution .The details of which are as follows.

Sr. Name of Period of Amount Forum where dispute No. the statute dispute (Rs.) is pending A Gujrat 1995-96 614715 The Company had sales tax petition with sales tax tribunal directed the Assistant sales Tax Commissioner(Appeals) executive the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b. Central 1995-96 3064835 -do- sales tax c. Gujrat 1996-97 2235375 The Company has filed sales tax an appeal in Gujarat High Court. d. Gujrat 1997-98 1768097 -do- sales tax e. Central 1997-98 646845 -do- sales tax f. Income Tax F.Y.1998-99 *63970 Commissioner (Appeal) After Adj refund of A.Y.

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a bank. The company has not issued any debentures. Accordingly the provisions of clause 4(xi) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, 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 in or trading in Shares, Securities, Debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) In our opinion, the company has not obtained any Terms Loans during the year. Hence the question of its application for a specific purpose does not arise. Accordingly, clause 4(xvi) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have not been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotmenFof shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xxi) 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, J.M.PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS

PLACE:AHMEDABAD JATIN PARIKH DATE :30/07/2009. PRATNER MEM.NO:33811.

---

Mar 31, 2008

1. We have audited the attached Balance Sheet of DAIRYFIELD LIMITED as at 31st March, 2008 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2008 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the 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 except to the extent of

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008,

ii. in so far as it relates to the 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 flow for the year ended on that. date.

ANNEXURE TO THE AUDITORS REPORT

TO

THE MEMBERS OF

DAIRYFIELD LIMITED.

Referred to in paragraph (3) of our Report of even date

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) The company has sold of its plant & machinery & electrical installations during the year. Without these assets it is not possible for the company to carry out its business. However as per our discussions with the management we learned that they are planning to enter in to a new line of business soon. The same point has also been mentioned in the directors report. Hence we can say that the sale of the asset will not affect the going concern basis of the company.

(ii) (a) There is no inventory. Accordingly the provisions of clause 4 (ii) (a),

(b) & (c) of the Companies (Auditor Report) Order, 2003 are not applicable.

(iii) (a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 847810/-. The company has not repaid any part of the loan during the year. The closing balance of the same was Rs. 847810/- There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 869460/-. During the year no amount has been repaid. The closing balance of the same is Rs. 869460/-

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken unsecured, interest free loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1750000/ -. The company had not repaid the loan during the year and the year end balance of loan taken from the company was Rs 1750000/-.

The company had taken unsecured, interest free loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 131463/-. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 131463/-.

The company had taken unsecured loans from seven other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 16311150/- and the year end balance of loan taken from such other parties were Rs. 16311150/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of [the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and fixed assets and sale of goods & services.

(V) (a) According to the information and explanations given to us, we are of the opinion that during the year there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us there were no transactions made in pursuance of such contracts/ arrangement.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix) (a) As explained to us, during the year there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. Hence, the question of their payment within a period of six months from their becoming payable does not arise except Sales Tax. Provident Fund &Tax Deducted at Source. The Company has not paid Sales Tax of Rs. 11627/-, Provident Fund of Rs.2,50,000/-and Tax Deducted at Source of Rs. 5,56,945/-, which are outstanding for more than six months from the that they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax and Provident Fund Contribution The details of which are as follows.

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a bank. The company has not issued any debentures. Accordingly the provisions of clause 4(xi) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors 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 provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

(xvi) In our opinion, the company has not obtained any Terms Loans during the year. Hence the question of its application for a specific purpose does not arise. Accordingly, clause 4(xvi) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have not been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xxi) 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, JATIN PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS PLACE :-AHMEDABAD DATE :- 01/05/2008. JATIN PARIKH PROPRIETOR MEM.NO 33811.

---

Mar 31, 2007

1. We have audited the attached Balance Sheet of DAIRYFIELD LIMITED as at 31st March, 2007 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2007 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet, Profit & Loss Account and Cash Flow Statement read together with the 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 except to the extent of

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007,

ii. in so far as it relates to the 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 flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

TO

THE MEMBERS OF

DAIRYFIELD LIMITED.

Referred to in paragraph (3) of our Report of even date

(i)

(a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality,

(c) The company has not disposed off any assets during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. During the year there was no manufacturing activity. There are no inventories at the end of the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is not maintaining proper records of inventory. As proper records are not maintained we can not comment on the identification of discrepancies and its materiality.

(iii) (a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 2070200/-. Two companies had fully repaid their loan and the year end balance of loan granted to one Company was Rs. 847810/-.

There are two Firms covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 3115090/-. One firm had fully repaid the loan and the year end balance of loan granted to one Firm was Rs. 869460/-.

There is one other party covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 950800/- and the year end balance of loan granted to such other party was Rs. Nil.

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken unsecured, interest free loan from three other companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2062000/-. The company had fully repaid loans of two companies and the year end Balance of loan taken from one company was Rs 1750000/

The company had taken unsecured loans from nine other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 18832613/- and the year end balance of loan taken from such other parties were Rs. 14902613/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and fixed assets.

(v) (a) According to the information and explanations given to us, we are of the opinion that during the year there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us there were no transactions made in pursuance of such contracts/ arrangement,

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix) (a) As explained to us, during the year there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. Hence, the question of their payment within a period of six months from their becoming payable does not arise except Sales Tax and Tax Deducted at Source The Company has not paid Sales Tax of Rs. 11627/-, Provident Fund of Rs.250000/- and Tax Deducted at Source of Rs. S56945/-, which are outstanding for more than six months from the that they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax and Provident Fund Contribution .The details of which are as follows.

Sr. Name of Period of No. the statute dispute

A Gujrat 1995-96 sales tax

b. Central 1995-96 sales tax

c. Gujrat 1996-97 sales tax

d. Gujrat 1997-98 sales tax

e. Central 1997-98 sales tax

f. Income F.Y. 1998-99 Tax

Amount Forum where dispute (Rs.) is pending

614715 Gujarat sales tax tribunal. 3064835 Gujarat sales tax tribunal. 2235375 Gujarat sales tax tribunal has rejected the appeal. The company is contemplating further course of action.

1768097 --do--

646845 --do--

100000 Commissioner (Appeal)

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a bank. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors 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 provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

(xvi) In our opinion, the company has not obtained any Terms Loans during the year. Hence the question of its application for a specific purpose does not arise. Accordingly, clause 4(xvi) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have not been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued .any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xxi) 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, JATIN PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS

PLACE:-AHMEDABAD DATE :-17/08/2007. JATIN PARIKH PROPRIETOR MEM.NO.:-33811.

---

Mar 31, 2006

1. We have audited the attached Balance Sheet of DAIRYFIELD LIMITED as at 31st March, 2006 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. 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, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to in Para 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 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 such books.

c. The Balance Sheet and Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, were port that no director is disqualified as at March 31, 2006 from being appointed as director of the company under clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to Note No.7 regarding non- provision of certain expenses which vitiates principle of accrual system of accounting and read together with the significant accounting policies and 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 principle generally accepted in India except to the extent of

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006,

ii. in so far as it relates to the 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 flow for the year ended on that date.

Referred to in paragraph (3) of our Report of even date

(i)

(a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) Some fixed assets were disposed off during the year. However they were not substantial in nature or in value and therefore do not affect the Going Concern status of the Company.

(ii)

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. During the year there was no manufacturing activity. The company is carrying forward the stock of packing material and other materials. The said stock has been verified.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is not maintaining proper records of inventory. As proper records are not maintained we can not comment on the identification of discrepancies and its materiality.

(iii)

(a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 2070200/- and the year end balance of loan granted to such Company was Rs. 2070200/-.

There are two Firms covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 3115090/- and the year end balance of loan granted to such Firms was Rs. 3115090/-.

There is one other party covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 950800/- and the year end balance of loan granted to such other party was Rs. 950800/-.

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956,,

(e) The company had taken an unsecured, interest free loans from two other companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 62000/- and the year end balance of loans taken from such parties was Rs.62000/-.

The company had taken an unsecured loan from ten other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 14498300/- and the year end balance of loan taken from such other parties were Rs. 13338300/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima- facie, prejudicial to the interest of the Company as the said loans are interest free and repayable on demand.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(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 the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and fixed asets or sale of goods and services.

(v)

(a) According to the information and explanations given to us, we are of the opinion that during the year there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us there were no transactions made in pursuance of such contracts/ arrangement.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given 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 on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records. (ix)

(a) As explained to us, during the year there were no undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues. Hence, the question of their payment within a period of six months from their becoming payable does not arise except Sales Tax and Tax Deducted at Source The Company has not paid Sales Tax of Rs. 11627/-, and Tax Deducted at Source of Rs. 556945/-, which are outstanding for more than six months from the that they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax and Provident Fund Contribution. The details of which are as follows.

Sr. Name of Period of No. the statute dispute

A Gujrat 1995-96 sales tax b. Central 1995-96 sales tax c. Gujrat 1996-97 sales tax d. Gujrat 1997-98 sales tax e. Central 1997-98 sales tax f Income F.Y. 1998-99 Tax

Amount Forum where dispute (Rs.) is pending

614715 Gujarat sales tax tribunal. 3064835 Gujarat sales tax tribunal. 2235375 Gujarat sales tax tribunal has rejected the appeal. The company is contemplating further course of action. 1768097 - do - 646845 - do - 100000 Commissioner (Appeal)

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has entered into one time settlement with the IDBI and has cleared all its dues as per the terms of the settlement. The company has not taken any loans from Banks. The company has not issued Debentures. So the question default in making repayment to Banks and Debenture Holders does not arise.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditors 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 provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

(xvi) In our opinion, the company has not obtained any Terms Loans during the year. Hence the question of its application for a specific purpose does not arise. Accordingly, clause 4(xvi) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xvii)According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(xxi) 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, JATIN PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS

PLACE:- AHMEDABAD DATE :- 31/08/2006. JATIN PARIKH PROPRIETOR MEM.NO.:- 33811.