Auditor Report of Victoria Enterprises Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Victoria Enterprises Limited ("the
Company"), which comprise the balance sheet as at March 31, 2024, the Statement of Profit and
Loss, including the statement of Other Comprehensive income, statement of cash flows, and the
Statement of Changes in Equity for the year then ended for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (''Act'') in
the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its Profit /
Loss and cash flows for the year ended on that date.

Basis for opinion

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

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

Key audit matters

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

Key audit matters	How the matter was addressed in our Audit
Expected credit loss allowances- Recognition and	We evaluated management''s process and
measurement of impairment of financial assets involve	tested key controls around the
significant management judgement. With the	determination of extent of requirement of
applicability of Ind AS 109, credit loss assessment is now	expected credit loss allowances, including
based on expected credit loss (ECL) model. The	recovery process & controls implemented in
Company''s impairment allowance is derived from	the company for loans and advances and
estimates including the historical default and loss ratios.	other financial assets. It was explained to us
Management exercises judgement in determining the	by the management that the control exists
quantum of loss based on a range of factors. The most	relating to the recovery of loans & advances
significant areas are loan staging criteria, calculation of	and other assets and in the opinion of the
probability of default / loss and consideration of	board there is no requirement making
probability weighted scenarios and forward looking	expected credit loss allowance. We have also
macroeconomic factors. There is a large increase in the	reviewed the management response and
data inputs required by the ECL model. This increases the	representation on recovery process initiated
risk of completeness and accuracy of the data that has	for sample receivables, and based on the
been used to create assumptions in the model. In some	same we have place reliance on these key
cases, data is unavailable and reasonable alternatives have been applied to allow calculations to be performed.	controls for the purposes of our audit.
As per management opinion, there is no expected credit loss in several financial assets including the trade receivables of the Company and all are on fair value, based on the assessment and judgement made by the board of the company.
Balances of Various Financial Assets and Liabilities:	We evaluated the management procedure and tested key controls employed by the
Refer Note No. 42 to the financial statements which	management to review over the
describes that 5% Non-Cumulative Redeemable	reconciliation and recoverability of the long
Preference Shares issued by the company are due for	outstanding assets and payability of long
refund as on as on 31st March 2024 (as well as on 31st	outstanding liabilities. Based on the
March 2020, 31st March 2021, 31st March 2022 & 31st	explanations and representations provided
March 2023). The management is in the process of	by the management, it was explained to us
negotiation with the respective investor to restructure	that the Board is carrying out a regular
the terms of issue of Preference Shares. Hence the same	review of balances of all outstanding assets
are appropriately recognised as Non-Current Liability in	and liabilities, based on the formal/ informal
the opinion of the Board.	agreements/ arrangements with the respective parties involved. As per their
Refer Note No. 35 to the financial statements which	opinion, there will be no substantial impact
describes that the balance of Receivables and Payables,	on their reconciliation with their balance
including borrowings taken, loans & advances given,	confirmations. Based on the same we have
payable to vendors, security deposits given, other	placed reliance on these key controls for the
advances given, other liabilities, advances from customers, etc, are subject to confirmation and consequent reconciliation and adjustments, if any. Hence, the effect thereof, on Profit/ Loss, Assets and Liabilities, if any, is not ascertainable.	purposes of our audit.

Refer Note No. 36 to the financial statements which describes that balance appearing in the financial statements are subject to reconciliation with the returns and submissions made with statutory authorities, including GST department. Hence, the effect thereof, on Profit/ Loss, Assets and Liabilities, if any, is not ascertainable.
Inventories- Inventories comprising of construction work	Our audit procedures to assess the net
in progress represent majority of the Company''s total	realisable value (NRV) of inventories
assets. Till financial year 2023-24, all the projects of the company were in the stage of construction, since a long	included the following:
period, except for part completion of one of the project	• As explained by the management, the Net
achieved in FY 2019-20. As per the accounting policies,	Realisable Value is derived by the
the construction work in progress and finished goods are	company based on the estimated project
valued at lower of cost or net realisable value. Cost	completion, as per the internal
includes cost of land, development rights, rates and	assessment. As informed to us, the board
taxes, construction costs, borrowing costs, other direct	is periodically reviewing the progress of
expenditure, allocated overheads and other incidental	the each project and is of the opinion that
expenses. Since the assessment of the net realisable	the Net Realisable Value of all the projects
value of the construction inventories is matter of	of the company is much higher than their
technical nature, which is also subjective to the various	cost.
underlying assumptions. As such inappropriate	• Since the assessment of the net realizable
assumptions in these forecasts can impact the	value of the construction inventories is of
assessment of the carrying value of inventories. Further	purely technical nature, we have relied on
estimation uncertainty and exposure to cyclicality exists	the management representation regarding
within the long term projects. Forecast of future market	the process and management
conditions is difficult to predict and be influenced by	understanding explained to us. The matter
political and economic factors.	of evaluation of the net realizable value of such inventories is totally based on the
Further, due to their materiality in the context of total	forecast of future market conditions, and
assets of the Company this is considered significant to	assessment of the future selling prices and
our overall audit strategy and planning.	costs of completion for all the projects. We further suggest to further improve the management''s valuation methodology including assessing the key estimates, data inputs and assumptions adopted, comparing expected future average selling prices with available market data such as recently transacted prices for similar properties located in the nearby vicinity of each project and the sales budget plans maintained by the Company.
Deferred Tax Assets- Recognition and measurement of	In view of the significance of the matter we
deferred tax assets. The Company has deferred tax assets	applied the following audit procedures in
in respect of temporary differences and Carried Forward	this area, among others to obtain reasonable
Losses.	audit assurance:
The recognition of deferred tax assets involves judgment	• Through discussions with management,
regarding the likelihood of the reasonable certainty of	we understood the Company''s process for
realisation of these assets, in particular whether there	recording deferred tax assets;
will be taxable profits in future periods that support	• Performed study and inquired into the
recognition of these assets.	basis of the management estimations of

Management records deferred tax assets in respect of	the future revenue for the reasonable certainty of utilisation of the Carried
temporary differences and carried forward business	Forward Losses and therefore recognition
losses in cases where it is reasonably certain based on the	of deferred tax assets; and
presumed profitability determined on the basis of	• Tested the underlying data for the key
management estimation that sufficient taxable income	deferred tax and tax provision
will be available to absorb the differed tax assets in	calculations.
future. Loans to group companies	In view of the significance of the matter we
The Company has given loans to various group entities	applied the following audit procedures in this area, among others to obtain reasonable
which are considered to be associated with significant	audit assurance:
risk in respect of recovery of such loans. These loans are carried at cost. Management has given us confirmation	• Understanding the return prospects from
that the loans are reviewed for impairment at each	the group entities, based on our discussion
reporting date. This assessment is based on the	with the management regarding the
presumed future financial performance of these	markets in which the group entities
underlying entities, which involve significant estimates	operate; and
and judgment, due to the inherent uncertainty involved	• Review of the controls in place for issuing
in forecasting future cash flows. There is significant	new loans and evidenced the board
judgment in estimating the timing of the cash flows and	approval obtained.
the appropriate discount rate.	• We obtained management''s assessment
In addition, considering the materiality of the loans in	of the recoverability of the loans • Obtained independent confirmations to
group companies, vis-a-vis the total assets of the	ensure completeness and existence of
Company, this is considered to be significant to our	loans and advances held by related parties
overall audit strategy and planning.	as on reporting date.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board''s Report including Annexures to
Board''s Report, Business Responsibility Report but does not include the financial statements and our
auditor''s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the standalone financial statements or our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.

Management''s responsibility for the financial statements

The Company''s board of directors are responsible for the matters stated in section 134 (5) of the Act
with respect to the preparation of these financial statements that 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. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

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

The board of directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s responsibilities for the audit of the financial statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls

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

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

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

Materiality is the magnitude of 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 misstatements in the financial statements.

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

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

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

Report on other legal and regulatory requirements

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 Companies
Act, 2013, we give in the Annexure "A", a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.

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 including the Statement of Other
Comprehensive income, the Cash Flow Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the accounting standards
specified under section 133 of the Act, read with rule 7 of the Companies (Accounts)
Rules, 2014, subject to the non-compliance by the company of the IND AS 19 (relating to
non-provision of gratuity on actuarial assessment basis, as per Note 24 to Financial
Statements) and IND AS 109 (relating to measurement requirements for all the financial
assets and liabilities, as per Note 43 to Financial Statements)

(e) On the basis of the written representations received from the directors as on March 31,
2024 taken on record by the board of directors, none of the directors is disqualified as
on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the
Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
report in "Annexure B". Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting;

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

a. The Company does not have any pending litigations which would impact its financial
position, other than those mentioned in Note 28 (Contingent Liabilities) to the
Financial Statements;

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

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

d. (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 person or entity, including foreign entities ("Intermediaries"), with the
understanding, whether recorded in writing or otherwise that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

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

(iii) Based on such audit procedures that were 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 (a) and (b) contain any
material misstatement.

e. No dividend has been declared or paid during the year by the Company.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023.

a) Based on our examination which included test checks, the company has used
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility but the same has not been operated
throughout the year for all relevant transactions recorded in the software. The
feature of recording audit trail (edit log) facility was enabled during the mid of the
financial year under consideration.

b) Further, during the course of our audit we did not come across any instance of audit
trail feature being tampered with. Additionally, the audit trail has been preserved by
the company as per the statutory requirements for record retention.

For Parekh Shah & Lodha

Chartered Accountants

Firm Registration No..: 107487W

Sd/-

CA. Ravindra Chaturvedi
(Partner)

M. No.:048350

UDIN: 24048350BKFCLQ4072

Place: Mumbai
Date: May 29, 2024

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Victoria Enterprise Pvt. Ltd. ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibilities 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 of the Company in accordance with the Accounting Principles generally accepted in India including 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 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 ojlffhe** auditor''s judgment, including the assessment of the risks of material misstateragftt of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of Ihe 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 anc appropriate to provide a basis for our audit opinion.

Opinion

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

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

b) in the case of the Statement of Profit and Loss Account, of the loss fo; the year ended on that date;

Report on other Legal and Regulatory Requirement

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

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

a) we have obtained all the information and explanations v/hi;.-, to me nest of our knowledge and belief were necessary for the purpose of our audit

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

c) the Balance Sheet, Statement of Profit and Loss dea t ..< f \:y this Re pen are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss compiy with the Accounting Standards referred to in subsection(3C) of section 2i 1 of the Companies Act, 1956; A^^ "^^

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

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

ANNEXURE TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors Report of even date to the members of Victoria Enterprise Ltd on the financial statements for the year ended 31st March, 2013]

In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the ''Going Concern'' status of the Company is not affected.

2- In respect of its inventories:

a) The inventories have been physically verified bv management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physio! verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not given any unsecured loan to any party listed in the register to be maintained u/s. 301 of theCgrnpanies Act, 1956 during the financial year. j^siB--C£^v ^«s=s>^

b) The Company has taken unsecured loan from one party listed in the register to be maintained u/s. 301 .of the Companies Act, 1956 of Rs. 7,35,10,000/- (P.Y. 9,35,79,500/-) during the financial year. In respect of the said loan (including loans raised in earlier years), maximum amount outstanding at any time during the period covered under the audit was Rs. 12,07,59,500/- (P.Y. 9,37,09,500/-) and the year-end balance is 12,07,59,500/- (P.Y. Rs. 7,08,24,500/-)

c) The loans taken were re-payable on demand. As informed, repayment haye been made during the year whenever demanded by the lenaur, thus there has been no default on repayment.

d) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase .of fixed assets, inventory and for the sale of goods and services. During the course of our audit.no major weakness has ueen observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures .applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered, into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations giver to us, the transactions made in pursuance of contracts c arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made; at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal -audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Aet,j956 for the Company.

9- In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income >:.

Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2013 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by,us, there are no duvs of Sales i,.x, Income Tux, Custom duty, Wealth tax, Excise duty/ Service Tax, Cess a:iu any otner statutory dues as at March 31st 2013 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31s'' March 2013. The company has not incurred cash losses during the "financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company nas ioi defaulted in repayment of dues to a financial institution, bank or debenture holders, except in the following case:

The Bank of Baroda has classified the above Term Loan account as Non Performing Asset and has recalled the above loan and has also issued a Demand Notice under Section 13 of the SARFAESI. The case is pending before Debt Recovery Tribunal, The bank has not provided for the interest .on the above account from the month of December, 2011 onwards (interest provided in Financial Year 2011-2012 till November 2011 -Rs. 76,54,161/-}. The company has provided for interest on the above loan account in its books of accounts for the period from December 2011 to March 2012 for a sum of Rs. 42,15,413.55/- and for the period from April 2012 to March, 2013 for a sum vf Rs. 1,26,30,886/-

12. Based on our audit procedures and as per the information and explanation''s given by the management, the Company has not granted any loiw* and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2012-2013.

13. The provision of any special statutes applicable to the Chit Funds, Niclhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised term loans during the financial year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-terra basis, which hnvo i>eer used fur long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

21. On the basis of our examination and according to the information and explanations given to us, no fraud on-or by the Company has been noticed or reported during the current financial year.

For PAFtEKH SHAH & LODHA

Chartered Accountants

Place: Mumbai

Date : 30th May, 2013.

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2012 and also the annexed Profit and Loss Account and Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement 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 any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2012 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement subject to capitalization of depreciation and other notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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, 2012 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period ended on that date.

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

ANNEXURE TO AUDITORS' REPORT

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

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories: ,

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not given any unsecured loan to any party listed in the register to be maintained u/s. 301 of the Companies Act, 1956 during the financial year.

b) The Company has taken unsecured loan from two parties listed in the register to be maintained u/s. 301 of the Companies Act, 1953 of Rs. 9,35,79,500 /- during the financial year. Apart from the above, a sum of Rs. 54,00,000/- was taken in the earlier financial years from one of the above parties. In respect of the said loans, maximum amount outstanding at any time during the period covered under the audit was Rs. 9,37,09,500/- and the year-end balance is 7,08,24,500/-

c) The loans taken were re-payable on demand. As informed, repayment have been made during the year whenever demanded by the lender, thus there has been no default on repayment.

d) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2012 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cash and any other statutory dues as at March 31st 2012 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31st March 2012. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, except in the following case:

Name of Bank Default in Payment of Interest in Rs. Loan Outstanding

Bank of Baroda Rs. 76,54,161/- Rs. 6,27,11,715/-

The Bank of Baroda has classified the above Term Loan account as Non Performing Asset and has recalled the above loan and has also issued a Demand Notice under Section 13 of the SARFAESI. The case is pending before Debt Recovery Tribunal. The bank has not provided for the interest on the above account from the month of December; 2011 onwards (interest provided in Financial Year 2011-2012 till November 2011 -Rs. 76,54,161/-). The company has provided for interest on the above loan account in its books of accounts for the period from December 2011 to March 2012 for a sum of Rs. 42,15,413.55/-

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2011 - 2012.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised term loans during the financial year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

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

For PARKESH SHAH & LODHA Chartered Accountants Firm Reg: 107487W

Ravindra Chaturvedi (Partner) M. No.: 048350

Place: Mumbai

Date: 30th May, 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2010 and also the annexed Profit and Loss Account and Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement 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 any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956, subject to non compliance of AS 15, provision of liability made towards gratuity by company based on own estimation in place of actuarial valuation certificate as require by AS 15 (please refer to Note 18 of Notes to Accounts).

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2010 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement subject to capitalisation of depreciation and other notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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, 2010 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period ended on that date.

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

ANNEXURE TO AUDITORS' REPORT Referred to in paragraph 3 of our report of even date.

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has not granted any loan to the parties listed in the register to be maintained u/s. 301 of the Companies Act, 1953.

b] The Company had taken unsecured loan during the financial year from one party of Rs. 1,25,00,000/- at the interest rate of 9% p.a. Apart from this unsecured loan taken from three parties in earlier year, are yet to be payable whenever demanded by the lenders. In respect of the said loans, maximum amount outstanding at any time during the period covered under the audit was Rs. 3,80,41,473/- and the year end balance is Rs. 3,80,41,473/-.

c] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

d] In respect of loans taken by the Company, the principal amount is repayable on demand. As informed, the repayment have been made during the year whenever demanded by the lender, thus there had been no default on the part of the Company.

e] The interest on loan taken by the Company during the financial year is payable at the rate of 9% p.a. Apart from this all unsecured loan taken in earlier years are interest free. In our opinion and according to the information and explanation given to us, the interest rate is not prima facie prejudicial to the interest of the Company.

f] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

4, In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

7. In our opinion the company does not have formal internal audit systems.

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2010 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2010 which have not been deposited on account of a dispute Except the following

Nature of Nature Period Amount Forum where Statue of dues (Rs. in Lacs) dispute is pending

Commissioner of Income Tax Income A.Y. 2006-07 2.25 Income Tax Act, 1961 Tax (Appeals)

10. The Company is not having accumulated losses as on 31st March 2010. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2009 - 2010.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society is not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised term loans during the financial year and the said term loan has been utilized for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

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

For PAREKH SHAH & LODHA Chartered Accountants

Ravindra Chaturvedi (Partner) M. No. : 48350

Place : Mumbai Date : 31st May, 2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2009 and also the annexed Profit and Loss Account and Cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement 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 any 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 is evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement together with the notes thereon and attached thereto, give in-the prescribed manner, the information required by the Act and also give, a true and fair view in conformity with the accounting principles generally accepted in India :

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

ii) in the case of Profit & Loss Account, of the PROFIT for the period ended on that date.

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

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 2 of our report of even date.

1. In respect of its fixed assets :

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the Going Concern status of the Company is not affected.

2. In respect of its inventories :

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3.

i. The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Companies Act 1956.

ii. a] During the year, the company has not taken unsecured loans from companies, firm or other parties covered in the register maintained under section 301 of Companies Act 1956. The year end balance of such loans is Rs. 54.00 Lacs.

b] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c] In respect of loans taken by the Company, the prindpcipal is repayable on demand.

d] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance-pf Section 301 of the Companies Act, 1956 and exceeding the value of Rs: 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2009 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2009 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31st March 2009. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2008 - 2009

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long- term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year

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

For Ravindra Cheturvedi & Co..

Chatte Accountants

Ravindra Chaturvedi (Proprietor)

M. No. : 48350

Place: Mumbai

Date : 30-06-09

---

Mar 31, 2008

We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2008 and also the annexed Profit and Loss Account and Cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. 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 any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2008 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statement together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also 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, 2008 and

ii) in the case of Profit & Loss Account, of the PROFIT for the period ended on that date.

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

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 2 of our report of even date.

1. In respect of its fixed assets

a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the Going Concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

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

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a] The Company has taken unsecured loans from various parties aggregating to Rs. 3,517.50 Lacs (previous year Rs. 4,015.25 Lacs) during the year and loan outstanding at the end of the year is Rs. 307.20 Lacs (previous year Rs. 1,179.00 Lacs).

b] In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c] In respect of loans taken by the Company, the principal amount is repayable on demand.

d] In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e] The Company has not granted any secured or unsecured loans to the parties listed in above mentioned register except temporary business advances.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2008 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2008 which have not been deposited on account of a dispute.

10. The Company is not having accumulated losses as on 31s1 March 2008. The company has not incurred cash losses during the financial year covered by our audit and the Company has not incurred cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2007-2008

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investment the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on a short-term basis, which have been used for long-term investments.

18. During the current financial year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. The Company has received Share Application Money for 1,00,000 5% Optionally Convertible Preference Share (OCPS) of face value 1,000/- each for Rs. 10,00,00,000/- during the year and same has been allotted on dated 28.04.2008. other then above no money has been raised by public issues during the current financial year.

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

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Proprietor) M. No. : 48350 Place: Mumbai Date : 30/06/2008

---

Mar 31, 2006

ANNUAL REPORT 2005-2006

AUDITORS' REPORT

To, The Members of VICTORIA ENTERPRISES LTD. (Formerly known as DOWN TOWN TRADING AND INVESTMENT LTD.)

We have audited the attached Balance Sheet of Victoria Enterprises Ltd., as at 31st March, 2006 and also the annexed Profit and Loss Account and the Cash Flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit.

1. 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 any 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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

3. Further to our comments in the Annexure referred on in paragraph (2) above, we report that:

a) We have obtained all the information and explanation, 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 appear from our examination of the books.

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

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the Accounting Standards referred to in section 211(3C) of the Companies Act, 1956.

e) In our opinion and based on information and according to explanation given to us, none of the directors are disqualified as on 31st March, 2006 from being appointed as directors in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss account read with the notes thereon and attached thereto give the information required by the Companies Act, 1956 the manner so required and also give a true and fair view:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;

ii) In the case of Profit & Loss Account, of the LOSS for the period ended on that date; and

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

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Partner)

M.No.: 48305

Place : Mumbai Date : 30th June, 2006

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 2 or our report of even date.

1. In respect of its fixed assets:

a) The Company has maintained proper records to show full particulars including quantitative details and situation or fixed assets on the basis of available information.

b) We were given to understand that the management has physically verified the fixed assets during the year and this revealed no material discrepancies during such verification between book records and physical balance. In our opinion the frequency of the verification is reasonable, having regard to the size of the Company and the nature of its business.

(c) In our opinion the Company has not disposed off any major asset/ substantial part of its business during the year and the 'Going Concern' status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified by management at reasonable intervals during the financial year.

b) In our opinion, the procedures of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business. c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has taken interest free unsecured loans from two parties aggregating to Rs.327.60 lacs (previous year Rs.Nil) during the year and

loan outstanding at the end of the year is Rs.88.50 lacs (previous year Rs.Nil).

b) In our opinion and according to the information and explanation given to us, the terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of loans taken by the Company, the principal, amount is repayable on demand.

d) In respect of loans taken by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has not granted any secured or unsecured loans to the parties listed in above mentioned register except temporary business advances.

4. In our opinion and according to the explanations given to us there is an adequate internal control procedure commensurate with the size of Company and nature of its business, for the purchase of fixed assets, inventory and for the sale of goods and services. During the course of our audit no major weakness has been observed in internal controls.

5. In respect of transactions covered under section 301 of the Companies Act, 1956.

a) Based on the audit procedures applied by us and according to the explanations provided by the management, we are of the opinion that there are transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 and have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. Sections 58A and 58AA of the Companies Act, 1956 is not applicable to the Company as it has not accepted any deposits from the public. Hence, the clause (vi) of the Order is not applicable.

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

8. The Central Government has no, prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the Company.

9. In respect of statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund. Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate authorities. According to the information made available to us, no undisputed arrears of statutory dues are outstanding as at 31st March 2006 for more than six months from the date when they became payable.

b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of Sales Tax, Income Tax, Custom duty, Wealth tax, Excise duty, Service Tax, Cess and any other statutory dues as at March 31st 2006 which have not been deposited on account of a dispute.

10. The Company is having accumulated losses of Rs.21.54 lacs as on 31st March 2006. The company has incurred cash losses of Rs.32.63 lacs during the financial year covered by our audit and the Company has not incurred any cash losses during the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per the information and explanations given by the management, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the financial year 2005-2006.

13. The provision of any special statutes applicable to the Chit Funds, Nidhi or Mutual Benefit Society are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of this clause are not applicable on the Company.

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

16. According to the information and the explanations given to us, the company has raised new term loans during the year and the same have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company. we are of the opinion that there are no funds raised on a short-term basis, which have been used for long term investments.

18. During the current financial year, the Company has no, made any preferential allotment of shares to parties and companies covered in re- Register maintained under Section 301 of the Companies Act, 1956.

19. No debentures have been issued during the current financial year.

20. No money has been raised by public issues during the current financial year.

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

For RAVINDRA CHATURVEDI & CO. Chartered Accountants

Ravindra Chaturvedi (Partner)

Place : Mumbai Date : 30th June 2006