Auditor Report of Tavernier Resources Ltd.

Mar 31, 2024

We have audited the financial statements of Tavernier Resources Limited (“the Company”), which comprise the
Balance Sheet as at 31 st March 2024, and the Statement of Profit and Loss (including other comprehensive income),
Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as “the financial statements”).

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 accounting principles generally accepted in India, of the state of affairs of the
Company as at 31st March 2024, and profit (including other comprehensive income), changes in equity and its cash
flows for the yearended 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 thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial
statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement, 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.

There are no key audit matters identified in our audit.

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

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 management and Board of Directors are responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs,
profit/(loss) (including other comprehensive income), changes in equity and cash flows of the Company in

accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the 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 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 on the basis of these financial statements.

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

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

Materiality is the magnitude of misstatements in the Financial Statements that individually or in aggregate makes it
probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be
influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work and

(ii) to evaluate the effect of any identified misstatement in the Financial Statements.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements for the year ended 31st March, 2024 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 {Auditors’ Report) Order, 2020 (“the Order”) issued by the Central Government

of India in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable,

2. (A) As required by Section 143(3) of the Act, we reportthat:

(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and beliefwere necessary for the purposes of ouraudit.

(b) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from ourexamination of those books and records.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133
of the Act.

(e) On the basis of the written representations received from the directors as on 31 st March 2024 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 with reference to financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B"

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

(a) The Company has no pending litigations as at 31st March 2024 on its financial position in its financial
statements.

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

(c) The Company did not have any long-term contracts including derivatives contract for which there
were any material foreseeable losses.

(d) (i) The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other persons or entities, including foreign
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
(“Ultimate Beneficiaries”) by or on behalf of the Company or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, no fund have been
received by the Company from any persons or entities, 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
(“Ultimate Beneficiaries”) by or on behalf of the Company or

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

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-

clause (d)(1) and

(d) (ii) contain any material mis-statement.

(e) The company has not declared any dividend during the year; and

(f) Based on our examination which included test checks, the Company has used an accounting
software for maintaining its books of account which has a feature of recording as proviso to Rule 3(1)
of the Companies (Accounts) Rules, 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 audit trail feature being tampered with.

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

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, no remuneration was
paid by the Company to its directors during the current year, therefore provisions of Section 197 of
the Act are not applicable. The Ministry of Corporate Affairs has not prescribed other details under
Section 197(16) which are required to be commented upon by us.

For Parekh Sharma & Associates
Chartered Accountants
Firm’s Registration No: 1 2 9 3 0 1 W

Mumbai
28th May 2024

Sujesh Sharma
Partner

Membership No: 118944

UDIN: 24118944BKCNDG3836

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Mar 31, 2015

We have audited the accompanying financial statements of TAVERNIER RESOURCES LIMITED, which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash flow statement for the year ended and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management 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 and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

(c) the balance sheet, the statement of profit and loss, and the cash flow statement dealt with by this Report are in agreement with the books of account.

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

(i) the Company does not have any pending litigations which would impact its financial position.

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

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

ANNEXURE TO THE AUDITOR'S REPORT OF EVEN DATE

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

b. The fixed assets have been physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed by the management on such verification.

ii. a. As explained to us, physical verification of inventories has been conducted during the year by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanation given to us, the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. According to the information and explanations given to us, the Company has not granted loans to companies, firms or other parties covered in the Register maintained u/s. 189 of the Companies Act 2013.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from public and hence directives issued by the Reserve Bank of India and provisions of Section 73 to Section 76 of the Companies Act, 2013 and rules framed thereunder are not applicable for the year under audit.

vi. The Central Government has not prescribed the maintenance of Cost records under section 148 of the Companies Act, 2013, for any of the services rendered by the company.

vii. a. According to the records of the company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues, including provident Fund, Employees State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it.

b. According to information & explanation given there were no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, cess & other statutory dues which remained outstanding as at 31st March, 2015 for a period more than six months from the date they became payable.

c. According to the information and explanations given to us, the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred made thereunder.

viii. According to the information and explanation given to us, the Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the year.

ix. Based on our audit procedures and on the information and explanations given by the management, we are of opinion that the company has not defaulted in repayment of dues if any, to any financial institution or banks.

x. According to the information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions.

xi. Based on our audit procedures and the information and explanations provided by the management, we are of the opinion that the term loans were applied for the purpose for which the loans were obtained.

xii. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For HAREN SANGHVI & ASSOCIATES CHARTERED ACCOUNTANTS

Sd/-

Haren Sanghvi (Managing Partner) Membership No.109246 Firm Registration No. 120743W

Place: Mumbai Date: 11th May, 2015

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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, as amended, as issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

(e) On the basis of the 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 sub-section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITOR''S REPORT OF EVEN DATE (Referred to in paragraph 1 thereof)

i. In respect of Fixed Assets –

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

b. The fixed assets have been physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed by the management on such verification.

c. Based on our scrutiny of the records of the Company and the information & explanation received by us, we report that the fixed assets disposed off during the year, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii. In respect of Inventories-

a. As explained to us, physical verification of inventories has been conducted during the year by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanation given to us, the company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans to companies, firms or other parties covered in the Register maintained u/s. 301 of the Companies Act 1956. Accordingly, sub-clause (f) and (g) paragraph 4(iii) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

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

vi. In our opinion and according to the information and explanations given to us since the Company has not accepted any deposits from public within the meaning of section 58-A, 58AA or any other provision of the Act, the question of compliance with the Provisions of Sections 58A, 58AA or any other provisions of the Act do not arise.

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

viii. As information to us, the Central Government has not prescribed the maintenance of Cost records under section 209(1)(d) of the Companies Act, 1956.

ix. a. According to the records of the Company, the Company is generally regular in depositing with appropriate

authorities undisputed statutory dues, including provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, cess and other statutory dues applicable to it.

b. According to information & explanation given there were no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, cess & other statutory dues which remained outstanding as at 31st March, 2014 for a period more than six months from the date they became payable.

x. According to the information and explanation given to us, the Company does not have accumulated losses at the end of the financial year. The Company has incurred a loss of Rs. 2,43,69,170/- during the financial year covered by the audit.

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

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

xiii. In our opinion and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a chit fund nor a nidhi / mutual benefit society. Hence, in our opinion, the requirements of Para 4 (xiii) of the Order do not apply to the company.

xiv. As per records of the company and information and explanations given to us by the management, company is dealing in or trading in shares, securities, and debentures and other investments.

xv. The company has not given guarantee in connection with loans taken by others from banks.

xvi. According to the records of the company, the company has not given any term loan. Hence, comments under the clause are not required.

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

xviii. According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

xix. No debentures have been issued by the Company during the year and hence, the question of creating securities in respect thereof does not arise.

xx. The Company has not raised any money by public issues during the period covered by our Audit report.

xxi. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For HAREN SANGHVI & ASSOCIATES Chartered Accountants

Sd/- CA Haren Sanghvi (Managing Partner) Membership No. 109246 Firm Registration No. 120743W

Place : Mumbai Date : 13st May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Tavernier Resources Limited, which comprise the Balance Sheet as at 31 st March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibilityforthe Financial Statements

The Company''s Management is responsible forthe 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 w i th the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

(c) in the case of the Cash Flow Statement, of the cash flows of the Company 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 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) oftheAct, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessaryforthe purposesof ouraudit.

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31 st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2013from being appointed as a director in terms of clause (g) of sub-section {1) of section 274 of the Act.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 thereof)

i. In respect of Fixed Assets -

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

b. The fixed assets have been physically verified by the management at reasonable intervals during the year. We are informed that no material discrepancies were noticed by the management on such verification.

c. Based on our scrutiny of the records of the Company and the information & explanation received by us, we report that there was no sale of fixed assets during the year. Hence, the question of reporting whether the sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

ii. In respect of Inventories-

a. As explained to us, physical verification of inventories has been conducted during the year by the management at reasonable intervals.

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

c. In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans to companies, firms or other parties covered in the Register maintained u/s.301 of the Companies Act, 1956. Accordingly, sub-clause (f) and (g) paragraph 4(iii) of the order are not applicable.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control

v. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

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

vi. In our opinion and according to the information and explanations given to us, since the Company has not accepted any deposits from public within the meaning of section 58-A 58AAorany other provision ofthe Act, the question ofcompliancewith the Provisions ofsection 58A, 58AAoranyotherprovisions oftheActdo notarise.

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

viii. As informed to us, the Central Government has not prescribed the maintenance of Cost records under section 209(1 )(d) of the Companies Act, 1956.

ix. a. According to the records of the company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other statutory dues applicable to it.

b. According to, information & explanation given to us, there were no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, cess & other statutory dues which remained outstanding as at31s,March, 2013for a period more than six months from the date they became payable.

x. According to the information and explanation given to us, the Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the financial year2011-12, the company has incurred a loss ofRs. 15,92,888/-.

xi. Based on our audit procedures and on the information and explanations given by the management, we are of opinion thatthe company has not defaulted in repayment of dues to banks.

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

xiii. In our opinion and to the best of our information and according to the explanations provided by the management, we are of the opinion that the Company is neither a chit fund nor a nidhi/mutual benefit society. Hence in our opinion, the requirements of Para 4 (xiii) of the Order do not apply to the Company.

xiv. In our opinion and as per records produced before us and explanation given to us, the Company is dealing in or trading in shares, securities, debentures and other investments and has maintained appropriate and timely records with respect to such activity. Such activities have been dealt by the Company in its own name.

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

xvi. According to the records of the Company, the Company has not given any term loan. Hence, comments under the clause are not required.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment by the company Such activities have been dealt by the Company its own name.

xviii. According to the records of the Company and the information and explanations provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act.

xix. No debentures have been issued by the Company during the year and hence, the question of creating securities in respect thereof does not arise.

xx. The Company has not raised any money by public issues during the period covered by our Audit report.

xxi. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit

For HAREN SANGHVI & ASSOCIATES

CHARTERED ACCOUNTANTS

CA Haren Sanghvi

(Proprietor)

Membership No.109246

Firm Registration No. 120743W

Place : Mumbai

Date : 25th May, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Tavernier Resources Limited (Formerly known as A.V. Cottex Limited), as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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. (i) As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956(the Act), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable to the companies.

(ii) Further to our comments in the Annexure referred to above, we report that:

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

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

(c) The Balance sheet, Profit and Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of 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 read together with notes thereon and attached thereto give the information required by the Companies Act, 1956 in the manner, so required & give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012; (ii) In case of Profit & Loss Account, of the loss of the company for the year ended on that date; (iii) In case of Cash Flow statement, of the cash flows of the company for the year ended on that date.

Annexure referred to in paragraph *3(i)' of the Auditors' Report to the Members of Tavernier Resources Limited (Formerly known as A.V Cottex Limited) ("The Company") for the year ended 31st March 2012.

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

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

(c) No Fixed assets have been sold/disposed off during the year.

(ii) (a) Physical verification of inventory has been conducted by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company held no inventory as at 31st March, 2012.

(b) In our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

(iii) The Company has not granted or taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, sub-clause (f) and (g) of paragraph 4(iii) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures to commensurate with the size of Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, no weakness has been noticed in the underlying internal controls.

(v) In our opinion and according to the information and explanations given to us, the contracts and arrangements the particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value or 5 Lacs (if any) in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market price for such services with the other parties.

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

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of Cost records under Section 209(1) (d) of the Companies Act, 1956 for any products of the company.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed amounts in respect of such statutory dues, which have remained outstanding for more than six months as at 31st March, 2012 from the date they became payable.

(x) According to the information and explanations given to us, the company has no accumulated losses on 31st March, 2012, The Company has incurred losses worth Rs. 1,592,888 during the financial year 2011 -12,

(xi) Based on our examination of records and according to the information and explanations given to us, no term loan has been taken by the company The Company has not defaulted in repayment of dues to financial institutions and banks.

(xii) Based on our examination of records and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xv) In our opinion and as per records produced before us and explanation given to us, the company is dealing in or trading in shares, securities, debentures and other investments and has maintained appropriate and timely records with respect to such activity. Such activities have been dealt by the company in its own name.

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

(xvii) The Company has not made any preferential allotment of shares to any party during the year.

(xviii) As per records produced before us and explanation given to us the company has not issued any debentures during the year.

(xix) The company has not raised any money by way of public issue during the year.

(xx) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company, has been noticed or reported during the course of our audit for the year ended 31st March, 2012.

For HAREN SANGHVI & ASSOCIATES

Chartered Accountants

Firm Registration No. 120743W

Sd/- Haren Sanghvi Place : Mumbai Proprietor

Dated: 19th May 2012 Membership No. 109246

---

Mar 31, 2011

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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. We report as under:- (i) As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Central

Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the Act) and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable to the companies. (ii) Further to our comments in the Annexure referred to above, we report that:

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

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

(c) The Balance sheet, Profit and Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account.

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

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

(f) We cannot, as required by S.227(3)(g) of the Companies Act, 1956,state whether the cess payable u/s 441A of the Companies Act, 1956, has been paid and, if not, the details of the amount of cess not so paid because the Central Government has not, till the date of this report, notified u/s 441 A(1) the amount of cess payable u/s 441 A(2) and has not specified u/s 441 A(4) the manner in which the said cess is to be paid.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon and attached thereto give the information required by the Companies Act, 1956 in the manner, so required & give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011; (ii) In case of Profit & Loss Account, of the profit of the company for the year ended on that date; (iii) In case of Cash Flow statement, of the cash flow for the year ended on that date.

Annexure referred to in paragraph '3(I)' of the Auditors' Report to the Members of A.V. Cottex Limited ("The Company") for the year ended 31st March, 2011.

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

b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

c) No Fixed assets have been sold/disposed off during the year.

(ii) a) Physical verification of inventory has been conducted by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company held no inventory as at 31st March, 2011.

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

c) The Company is maintaining proper records of inventory. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

(iii) The Company has not granted or taken any loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) According to the information and explanations given to us, there are adequate internal control procedures to commensurate with the size of Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, no weakness has been noticed in the underlying internal controls.

(v) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs 5 lacs (if any) in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market price for such services with the other parties.

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

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

(viii)We are informed that the Provision for the maintenance of Cost records under Section 209(1) (d) of the Companies Act, 1956 is not applicable to the Company in accordance to the provision of Cost Accounting Record (Textile) Rules 1977 with respect to activity carried out during the year under audit.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed amounts in respect of such statutory dues, which have remained over due more than six months as at 31st March, 2011.

(x) According to the information and explanations given to us, the company has no accumulated losses on 31st March, 2011. The Company has not incurred any cash losses during the said financial year.

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

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv) In our opinion and as per records produced before us and explanation given to us, the company is dealing in or trading in shares, securities, debentures and other investments and has maintained appropriate & timely records with respect to such activity. Such activities have been dealt by the company in its own name.

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

(xvi) In our opinion and according to the information and explanation given to us, no term loan has been taken by the company.

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

(xviii) The Company has not made any preferential allotment of shares to any party during the year.

(xix) As per records produced before us and explanation given to us the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company, has been noticed or reported during the course of our audit for the year ended 31st March, 2011.

For HAREN SANGHVI & ASSOCIATES

Chartered Accountants

Haren Sanghvi

Proprietor

Membership No. 109246

Firm Registration No. 120743W

MUMBAI, Dated: 30th May 2011

---

Mar 31, 2010

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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. We report as under :-

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

II) Further to our comments in the Annexure referred to above, we report that:

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

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

(c) The Balance sheet. Profit and Loss Account and Cash Flow Statements dealt with by this report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is

disqualified as on 31st March 2010 from being appointed as a Director in terms of Section 274(1 )(g) of the Companies Act, 1956.

(f) We cannot, as required by S.227(3)(g) of the Companies Act, 1956,state whether the cess payable u/s 441A of the Companies Act, 1956, has been paid and, if not, the details of the amount of cess not so paid because the Central Government has not, till the date of this report, notified u/s 441 A(1) the amount of cess payable u/s 441 A(2) and has not specified u/s 441 A(4) the manner in which the said cess is to be paid.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon and attached thereto give the information required by the Companies Act, 1956 in the manner, so required & give a true and fair view in conformity with the accounting principles generally accepted in India:

CO In case of the balance sheet, of the state of affairs of the Company as at 31st March, 2010; 00 In case of profit & loss Account, of the loss of the company for the year ended on that date; (Hi) In case of cash flow statement, of the cash flow for the year ended on that date.

Annexure referred to in paragraph 3(1) of the Auditors Report to the Members of A.V Cottex Limited ("The Company") for the year ended 31st March, 2010.

(i)

a) The company has maintained proper records showing full particulars including Quantitative details and situation of fixed assets.

b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which in our opinion is reasonable, considering the size and the nature of its business. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of accounts.

c) No Fixed assets have been sold/disposed off during the year.

(ii)

a) Physical verification of inventory has been conducted by the management during the year. In our opinion, the frequency of such verification is reasonable. The Company held no inventory as at 31st March, 2010.

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

c) The Company is maintaining proper records of inventory. The discrepancies

noticed on such verification were not material and have been properly dealt with in the books of accounts.

(iii) The Company has not granted or taken any loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) According to the information and explanations given to us, there are adequate internal control procedures to commensurate with the size of Company and the nature of its business with regard to purchases of inventories, fixed assets and with regard to the sale of goods. During the course of our audit, no weakness has been noticed in the underlying internal controls.

(v) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5 lacs (if any) in respect of any party during the year, have been made at the prices which are reasonable having regard to the prevailing market price for such services with the other parties.

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

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

(viii)We are informed that the Provision for the maintenance of Cost records under Section 209(1) (d) of the Companies Act, 1956 is not applicable to the Company in accordance to the provision of Cost Accounting Record (Textile) Rules 1977 with respect to activity carried out during the year under audit.

(ix) According to the records of the Company, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Cess and other statutory dues with appropriate authorities. According to the information and explanations given to us, there are no arrears of undisputed amounts in respect of such statutory dues, which have remained over due more than six months as at 31st March, 2010.

(x) In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further, the company has incurred cash losses (Rs. 55.99 Lakhs approx.) during the financial year covered by our audit but it has not incurred any cash losses immediately in the preceding financial year.

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

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

(xiii)ln our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society.

(xiv)ln our opinion and as per records produced before us and explanation given to us the company is dealing in or trading in shares, securities, debentures and other investments and has maintained appropriate & timely records with respect to such activity. Such activities have been dealt by the company in its own name.

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

(xvi)ln our opinion and according to the information and explanation given to us, no term loan has been taken by the company.

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

xviii) The Company has not made any preferential allotment of shares to any party during the year.

xix) As per records produced before us and explanation given to us the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that, no fraud on or by the Company, has been noticed or reported during the course of our audit for the year ended 31st March, 2010.

For HAREN SANGHVI & ASSOCIATES Chartered Accountants

Haren Sanghvi

Proprietor

Membership No. 109246

Firm Registration No. 120743W

MUMBAI, Dated: 5th August, 2010