AeonX Digital Technology Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying standalone financial statements of
AEONX DIGITAL TECHNOLOGY LIMITED (“the Company”), which
comprise the Standalone Balance Sheet as at 31st March 2025, the Standalone
Statement of Profit and Loss (including other Comprehensive Income), the
Standalone Statement of Changes in Equity and the Standalone Statement of
Cash Flows for the year ended on that date and notes to the standalone financial
statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the standalone financial
statements”).

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so
required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, (“IND AS”) and other
accounting principles generally accepted in India, of the state of affairs of the
Company as at 31stMarch, 2025, the profit and total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of standalone financial statements in accordance with
the Standards on Auditing (“SAs”) specified under section 143(10) of the Act.
Our responsibilities under those Standards are further described in the
Auditor''s Responsibilities for the Audit of the Standalone financial statements
section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India
(“ICAI”) together with the independence requirements that are relevant to our
audit of the standalone 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 ICAI''s Code of Ethics.

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

Key audit matters

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

We have determined the matters described below to be the key audit matters to
be communicated in our report.

Key Audit Matters	How the matter was addressed in our Audit
The revenue of company consists	Our audit procedures included, but
primarily from providing IT	were not limited to, the following :
services, consulting & Business	♦ Assessment of the
solutions.	appropriateness of the
Revenue is measured based on	Company''s revenue recognition
transaction price, which is the fair	accounting policies in
value of the consideration received	accordance with Ind AS 115
or receivable, stated net of discounts,	("Revenue from Contracts with
and goods & service tax. Transaction	Customers").
price is recognised based on the price	♦ Evaluated the design and tested
specified in the contract.	the operating effectiveness of the
Determination of transaction price,	Company''s key internal controls
estimating variable consideration in	i mp le me nte d b y t he
accordance with IND AS 115 is	management in regard to
complex due to varying terms and	revenue recognition.
conditions & multiplicity of services	♦ On sample basis, inspected key
offered & involves significant	vendor contracts, evaluated the
management judgments.	reasonableness of management
Considering the materiality of	estimates regarding allocation of
amounts involved and significant management judgements required in estimating the transaction price, this matter has been considered as a key audit matter for the current year audit.	transaction price.

Information Other than the Standalone financial statements and
Auditor’s Report Thereon

The Company''s management and Board of Directors are responsible for the
preparation of other information. The other information comprises the
information included in the Director''s Report but does not include the
standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 standalone 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 in 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 on the even date.

Responsibility of Management and Board of Directors for the Standalone
financial statements

The Company''s management and Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to the preparation of
these standalone financial statements that give a true and fair view of the
financial position, financial performance, total comprehensive income
,changes in equity and cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding 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
standalone financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the standalone 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
standalone financial statements process.

Auditor’s Responsibilities for the Audit of the standalone financial
statements

Our objectives are to obtain reasonable assurance about whether the standalone
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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone
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 relation to the standalone
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 standalone 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 standalone

financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

We communicate with the Management, 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 are of most significance in the audit of the
standalone 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. A. As required by Section 143(3) of the Act, based on our audit 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, except as described in para 2 (i) (vi) below.

(c) The modifications relating to the maintenance of accounts and other
matters connected therewith are as stated in the paragraph 2(b) above on
reporting under Section 143(3)(b) of the Act and paragraph (2)(i)(vi)
below on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

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

(e) On the basis of the written representations received from the directors as
on 31st March, 2025 taken on record by the Board of Directors, none of
the director is disqualified from being appointed as a director in terms of

Section 164(2) ofthe Act.

(f) The Standalone Balance Sheet, the Standalone Statement of Profit and
Loss including Other Comprehensive Income, Standalone Statement of
change in Equity and the Standalone Statement of Cash Flow dealt with
by this Report are in agreement with the relevant books of account.

(g) With respect to the adequacy of the internal financial controls with
reference to standalone financial statements 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 controls
over the standalone financial statement.

(h) With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of section 197(16) of the Act, as
amended in our opinion and to the best of our information and according
to the explanations given to us, the company has not paid any
remuneration to its directors during the year.

B. 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, as amended in our opinion and to the best of our information and
according to the explanations given to us:

i. The Company, as detailed in Note 32 to the standalone financial
statements, has disclosed the impact of pending litigations on
its financial position as at 31st March, 2025.

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

iii. There has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Funds of
the Company.

iv. a) 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 on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its
knowledge and belief no funds 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 Funding Parties or
provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

c) Based on the audit procedures performed that we 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)of Rule 11(e)
mentioned above contain any material mis-statement.

d. The dividend paid by the Company during the year, in respect
of the previous year ended 31 March 2024, is in accordance with
Section 123 of the Act to the extent it applies to payment of
dividend. As stated in Note 17 to the standalone financial
statements, the Board of Directors of the Company has
proposed dividend for the year which is subject to the approval
of the members at the ensuing Annual General Meeting. The
dividend declared is in accordance with Section 123 of the Act
to the extent it applies to declaration of dividend.

e. Based on our examination which included test checks, the
Company has used accounting software for maintaining its
books of account for the financial year ended March 31, 2025
which has a feature of recording audit trail (edit log) facility and
the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course
of our audit we did not come across any instance of audit trail
feature being tampered with in respect of accounting software
where the audit trail has been enabled and the audit trail has
been preserved by the Company as per the statutory
requirements for record retention

For R. A. Kuvadia& Co.

Chartered Accountants

F.R.N. 105487W

R. A. Kuvadia

(Proprietor)

Place: Mumbai M. No. 040087

Date: May 28, 2025 UDIN: 25040087BMIGWR9271

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Mar 31, 2024

We have audited the accompanying standalone financial statements of AEONX DIGITAL TECHNOLOGY LIMITED (“the Company”), which comprise the Standalone Balance Sheet as at 31^st March 2024, the Standalone Statement of Profit and Loss (including other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^stMarch, 2024, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of standalone financial statements in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the independence requirements that are relevant to our audit of the standalone 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 ICAI''s Code of Ethics.

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

Key audit matters

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

We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters

Auditor’s Response

The Company has undertaken disinvestment of entire share of its wholly owned subsidiary viz. Aeon Procare Private Limited to Ashapura International Limited in terms of the agreement and agreed consideration.

Our audit approach included considering the appropriateness of the Management''s Proposal for such disinvestment which involved evaluating the proposal received from Ashapura International Limited, verifying the Valuation Report, minutes of the meeting of the board of directors and subsequent approval of the Shareholders by Postal Ballot dated 21.12.2023, receipt of consideration and accounting treatment thereof in the books of accounts.

Information Other than the Standalone financial statements and Auditor’s Report Thereon

The Company''s management and Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Director''s Report but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone 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 standalone 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 in 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 on the even date.

Responsibility of Management and Board of Directors for the Standalone financial statements

The Company''s management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income ,changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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

Q

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 standalone financial statements process.

Auditor’s Responsibilities for the Audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.

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

♦ Identify and assess the risks of material misstatement of the standalone 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 relation to the standalone 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 standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the Management, 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 are of most significance in the audit of the standalone 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 ofthe 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. A. As required by Section 143(3) of the Act, based on our audit 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone Statement of change in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

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

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

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements 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 controls over the standalone financial statement.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended in our opinion and to the best of our information and according to the explanations given to us, the company has not paid any remuneration to its directors during the year.

B. 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 27 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31st March, 2024.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Funds of the Company.

iv. a) 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 on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief no funds 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 Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on the audit procedures performed that we 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)of Rule 11(e) mentioned above contain any material mis-statement.

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

(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(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the previous year ended 31 March 2023, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend. As stated in Note 15 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, 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 March 31, 2024.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) ofthe Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For R. A. Kuvadia & Co.

Chartered Accountants

F.R.N. 105487W

R. A. Kuvadia

(Proprietor)

Place: Mumbai M. No. 040087

Date: 17.05.2024 UDIN: 24040087BKAIJB2015

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Mar 31, 2016

Independent Auditors’ Report

To,

The Members of Ashok Alco-Chem Limited Mumbai

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Ashok Alco - Chem Limited (“the company”), which comprise the Balance sheet as at 31st March, 2016, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with 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 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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. 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 31^st March 2016 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, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A statement on the matters specified in the paragraph 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 31^st March 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March 2016 from being appointed as a Director in terms of Section 164 (2) of the Act; and

(f) With respect to 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” and

(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:

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 are any material foreseeable losses;

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

1. (a) The Company is in the process of updating the records showing particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at the year end & we are informed that no major discrepancies were noticed on such verification;

(c) In our opinion and according to information and explanation given to us and on the basis of an examination of the records of the Company, the title deeds of immovable properties being leasehold are held in the name of the company.

2. As explained to us, the inventories were physically verified at the end of each quarter by the management and no material discrepancies were noticed on physical verification.

3. The company has not granted unsecured loan to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year and does not have any unclaimed deposit as on March 31,2016 and therefore the provisions of clause 3(v) of the order are not applicable to the Company.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of sales tax including value added tax, service tax, provident fund, employees'' state insurance, income tax, duty of custom, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, sales tax, value added tax, service tax, duty of customs, duty of excise, cess and other material statutory dues were in arrears as on 31^st March 2016 for a period of more than six months from the date they became payable.

(b) The particulars of dues of income tax, sales tax including value added tax, at March 31, 2016 which has not been deposited on account of dispute, are as follows:

Name of the Statute	Nature of Dues	Amount Rs in lacs	Financial Year /s to which the amount relates	Forum where dispute is pending
Sales Tax	Assessment dues	199.21	1993-1994 To 2004-2005	Commissioner of Sales Tax
Income Tax Act	Demand Notice	226.50	2010-2011	Appeal Filed U/S 246 of the IT Act 1961
Income Tax Act	Demand Notice	45.08	2012-2013	Rectification U/s 154 of the I.T Act. Dy.CIT, Mumbai

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders as at the balance sheet date.

9. In our opinion and according to the information and explanations given to us, on an overall basis there were no money raised by way Initial Public Offer (IPO) and Further Public Offer (FPO) (including Debt Instruments). Term loan raised during the year have been applied by the Company for the purposes for which they were raised with appropriate approvals.

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

11. In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

13. According to the information and explanation given to us, the Company has entered into transaction with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

We have audited the internal financial controls over financial reporting of ASHOK ALCO-CHEM LIMITED (“the Company”) as of 31st March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization''s of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For R.A.Kuvadia & Co.

Chartered Accountants

FRNO.: 105487W

sd/-

(R.A. Kuvadia )

Place: Mumbai Proprietor

Date: 20.05.2016 M. No. 040087

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Mar 31, 2015

We have audited the accompanying financial statements of ASHOK ALCO CHEM LIMITED ('the Company'), which comprise the Balance Sheet as at 31 March 2015, the statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation 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 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.

Auditor's 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 there under. 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 financial statements.

Opinion

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 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 31 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 of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 and the Cash Flow Statement 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;

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

(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 does not any long term contracts including derivative contracts for which there are any material foreseeable losses;

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

Annexure to the Auditors' Report

ASHOK ALCO-CHEM LIMITED

(Referred to in Paragraph 1 under 'Report on other Legal and Regulatory Requirements' section of our report of even date)

1. (a) The Company is in the process of updating the records showing particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management & we are informed that no major discrepancies were noticed on such verification;

2. (a) The stock of Finished Goods, Raw materials, Stores and consumables were physically verified by the Management at the year end;

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

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. Company has not granted any unsecured loans to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanation given to us, internal control procedures needs to be strengthened to be commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed asset and for the sale of goods and services. There is no continuing failure to correct major weakness in internal control system

5. The Company has not accepted any deposits from public and as such provisions of Section 73 to 76 of Companies Act, 2013 and the rules framed there under are not applicable to the company.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148 of the Companies Act, 2013, and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. (a) According to the records of the Company and information and explanations given to us, 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, Service Tax, Customs duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the records of the Company and subject to method of accounting consistently followed by it the undisputed amount payable to appropriate authorities in respect of -

Name of the Nature of dues Amount Rs Financial Year /s to Statute in lacs which the amount relates

Sales Tax Assessment dues 199.21 1993-1994 To 2004- 2005

Sales Tax* Deferral 3.29 1998-1999 to 2000- 2001

Income Tax Act Demand Notice 123.53 2012-2013

Name of the Forum where dispute Statute is pending

Sales Tax Commissioner of Sales Tax

Sales Tax* Commissioner ofSales Tax

Income Tax Act Rectification U/s 154 of the I.T Act. Dy.CIT , Mumbai

* (The Company has obtained Installment facility in respect of the Deferral dues and is regular in remitting the installments as stipulated.)

8. No amount is required to be transferred to Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956.

9. The Company does not have accumulated losses exceeding fifty percent of its net worth. The company has not incurred cash loss during the year under review nor in the immediately preceding financial year.

10. The Company has not defaulted in repayment of dues to financial institution or banks or debenture holders.

11. The Company has not given any guarantees for loan taken by others from banks and financial institutions.

12. According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

13. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year under review.

For R.A.Kuvadia & Co. Chartered Accountants FRN: 105487W

R.A.Kuvadia Place: Mumbai (proprietor) Date: 11.05.2015 M.No. 40087

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Mar 31, 2014

We have audited the accompanying financial statements of ASHOK ALCO CHEM LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act,2013 in terms of General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs) and in the accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

b) In the case of the Statement of Profit and Loss Account, of the PROFIT for the year ended on that date

c) In 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 ("the Order") issued by the Central Government of India in terms of section 227 (4A) of the Act, we state that 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 which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) The Balance Sheet and 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 and the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act,2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs)

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

Annexure referred in paragraph 1 under '' Report on Other Legal and Regulatory Requirements'' section of our report of even date

1. (a) The Company is in the process of updating the records showing particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management & we are informed that no major discrepancies were noticed on such verification;

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

2. (a) The stock of Finished Goods, Raw materials, Stores and consumables were physically verified by the Management at the year end;

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

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. In respect of loans granted or taken to/from Companies, firms or other parties in the register maintained under section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us, the Company has neither taken nor given unsecured loans (excluding Trade Advances) to/from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its Business with regard to Purchases of Inventory, Fixed Asset and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internals. There are certain operational areas, which needs improvement for which the company is taking necessary steps.

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

(a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section;

(b) In our opinion and according to the information and explanation given to us, there are no contracts or arrangements that are required to be entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from public and as such provisions of Section 58A and the rules framed there under.

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

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

9. In respect of statutory and other dues:

(a) According to the records of the Company and information and explanations given to us, 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, Service Tax, Customs duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the records of the Company and subject to method of accounting consistently followed by it the undisputed amount payable to appropriate authorities in respect of -

Name of the Nature of Dues Amount Financial Year /s to Statute Rs in lacs which the amount relates

Sales Tax Assessment dues 199.21 1993-1994 To 2004-2005

Sales Tax * Deferral 16.34 1998-1999 to 2000-2001

Income Tax Act Demand Notice 45.76 1997-1998

Name of the Statute Forum where dispute is pending

Sales Tax Commissioner of Sales Tax

Sales Tax Commissioner of Sales Tax

Income Tax Act ITAT, Mumbai

* (The Company has obtained Installment facility in respect of the Deferral dues and is regular in remitting the installments as stipulated.)

10. The Company does not have accumulated losses exceeding fifty percent of its net worth. The company has not incurred cash loss during the year under review nor in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to financial institution or banks or debenture holders.

12. The Company has not given any guarantees for loan taken by others from banks and financial institutions.

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

14. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) are not applicable to the Company.

15. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) are not applicable to the Company.

16. According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis, prima facie, have been used during the year for long-term investments.

18. The Company has made any preferential allotment of Equity shares and fully convertible warrants to the promoter Company covered in the Register maintained under section 301 of the Act, are in accordance with the guidelines issued by the Securities and Exchange Board of India in this regard.

19. The Company has not raised any money through a public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year under review.

For R.A. KUVADIA & Co. Chartered Accountants

(R. A. KUVADIA) Place: Mumbai Proprietor Date: 29.05.2014 M. No. 40087 FRN NO.: 105487W

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Mar 31, 2013

1. Report on the Financial Statements

We have Audited the accompanying financial statements of ASHOK ALCO - CHEM LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. 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 ("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.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our Audit. We conducted our Audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the Audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

4. 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, of the PROFIT for the year ended on that date; and

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

5. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government 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 purpose of our Audit;

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

c) The Balance Sheet, Statement of Profit and Loss and 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 subsection (3C) of section 211 of the Companies Act, 1956;

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



Annexure referred in paragraph 1 under '' Report on Other Legal and Regulatory Requirements'' section of our report of even date

1. (a) The Company is in the process of updating the records showing particulars, including quantitative details and situation of Fixed Assets;

(b) The Fixed Assets have been physically verified by the management & we are informed that no major discrepancies were noticed on such verification;

(c) In our opinion and according to the information and explanations given to us, during the year the Company has not disposed of substantial part of Fixed Assets and the going concern status of the Company is not affected.

2. (a) The stock of Finished Goods, Raw materials, Stores and consumables were physically verified by the Management at the year end;

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its Business.

(c) The Company is maintaining proper records of Inventories. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the Books of Account.

3. According to the information and explanations given to us, the Company has neither taken nor given unsecured loans to/from parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, the existing internal control needs to be strengthened commensurate with the size of the Company and the nature of its Business with regard to purchases of inventory, Fixed Asset and with regard to the sale of goods. During the course of our Audit, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section;

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements exceeding value of Rupees Five Lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from public and as such provisions of Section 58A and Rules made there under, coupled with directives issued by Reserve Bank of India are not applicable.

7. The Company has an Internal Audit system commensurate with the size and nature of its business

8. The Company has to maintain cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956, for its manufacturing activities and the same are proper as certified by the Cost Accountant appointed by the Company. We have however not made a detailed examination of the same.

9. (a) According to the records of the Company and information and explanations given to us, 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, Service Tax, Customs duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the records of the Company and subject to method of accounting consistently followed by it the undisputed amount payable to appropriate authorities in respect of -

Name of the Nature of Dues Amount Statute Rs in lacs

Sales Tax Assessment dues 199.21

Sales Tax * Deferral 37.95

Income Tax Act Demand Notice 37.87

Name of the Financial Year /s to Forum where dispute Statute which the amount relates is pending

Sales Tax 1993-1994 to 2004-2005 Commissioner of Sales Tax

Sales Tax* 1998-1999 to 2000-2001 Commissioner of Sales Tax

Income Tax Act 1998-1999 Mumbai High Court

* The Company has obtained Installment facility in respect of the Deferral dues and is regular in remitting the installments as stipulated.

10. The Company has accumulated losses in excess of free reserves. The Company has not incurred Cash Loss during the year under review.

11. The Company has not defaulted in repayment of dues to financial institution or banks or Debenture holders.

12. The Company has not given any guarantees for loan taken by others from banks and financial institutions.

13. According to the information and explanations given to us the Company has not granted any loans or advances on the basis of security by way of pledge of Shares, Debentures and other securities.

14. In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore, the provisions of clause 4 (xiii) are not applicable to the Company.

15. The Company has invested in Mutual Funds. The Company has maintained proper records of transactions and contracts and the same have been held in the name of the Company.

16. According to the information and explanations given to us, the Company has not taken any term loan during the year under review. a. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis, prima facie, have been used during the year for long-term investments by the Company.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

18. The Company has not raised any money through a public issue during the year.

19. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year under review.

For R.A. KUVADIA & Co.

Chartered Accountants

(R. A. KUVADIA)

Place : Mumbai Proprietor

Date : 29.05.2013 M. No. 40087

FRN NO.: 105487W

---

Mar 31, 2012

We have audited the attached Balance Sheet of ASHOK ALCO CHEM LIMITED, as at 31st March, 2012 and also the Statement of Profit and Loss Account for the year ended on that date annexed thereto 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 these financial statements based on our audit.

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

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

Further to our comments as above, we report that;

1. 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.

2. 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;

3. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of accounts.

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

5. According to information & explanations given to us and on the basis of written representations received from the Directors of the Company & taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2012 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, they said accounts subject to Note No. 1 for non provision of interest on sales tax dues aggregating to Rs. 66,67,265/- and read along with other notes to accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of Statement of Profit and Loss Account, of the PROFIT for the year ended on that date, and

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

1. (a) The Company is in the process of updating the records

showing particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management & we are informed that no major discrepancies were noticed on such verification;

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

2. (a) The stock of Finished Goods, Raw materials, Stores and consumables were physically verified by the Management at the year end;

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

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956 and the maximum amount outstanding during the year was Rs. 21,33,800/- and outstanding at the yearend was Rs. 2,29,303/-and the terms and conditions of the loans are not prejudicial to the interest of the company.

(b) Deposits and advances given to parties listed under section 301 for use of the assets or otherwise are free of interest. The loans or advances in nature of loan from companies or parties listed in the register maintained under section 301 of Companies Act 1 956 are, prima facie, not prejudicial to the interest of the Company. There are no stipulations as to repayments of loans.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed asset and with regard to the sale of goods. During the course of our audit, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; (b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from public and as such provisions of Section 58A and Rules made there under, coupled with directives issued by Reserve Bank of India are not applicable.

7. The Company has an internal audit system commensurate with the size and nature of its business

8. The company has to maintain cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956, for its manufacturing activities applicable to the Company for the year under review and the same are certified by the Cost Accountant appointed by the Company as proper.

9. (a) According to the records of the Company and information and explanations given to us, 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, Service Tax, Customs duty, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the records of the Company and subject to method of accounting consistently followed by it the undisputed amount payable to appropriate authorities in respect of -

Name of the Nature of Dues Amount Financial Year /s to Forum where dispute Statute Rs in lacs which the amount relates is pending

Sales Tax Assessment dues 3.92 1993-1994 Commissioner of Sales Tax

Sales Tax Assessment dues 25.17 2000-2001 Commissioner of Sales Tax

Sales Tax Assessment dues 35.17 2001-2002 Commissioner of Sales Tax

Sales Tax Assessment dues 45.46 2002-2003 Commissioner of Sales Tax

Sales Tax Assessment dues 12.53 2003-2004 Commissioner of Sales Tax

Sales Tax Assessment dues 24.12 2004-2005 Joint Commis sioner of Sales Tax

Sales Tax * Deferral 84.52 1993-1994 to 2000-2001 Commissioner of Sales Tax

Income Tax Act Demand Notice 26.30 1996-1997 ITAT, Mumbai

Income Tax Act Demand Notice 99.37 1997-1998 Mumbai High Court

* The Company has obtained Installment facility in respect of the Deferral dues and is regular in remitting the installments as stipulated.

10. The Company has accumulated losses in excess of free reserves. The company has not incurred cash loss during the year under review.

11. The Company has not defaulted in repayment of dues to financial institution or banks or debenture holders.

12. The Company has not given any guarantees for loan taken by others from banks and financial institutions.

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

14. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) are not applicable to the Company.

15. The Company has invested in mutual funds. The Company has maintained proper records of transactions and contracts and the same have been held in the name of the Company.

16. According to the information and explanations given to us, the Company has not taken any term loan during the year under review.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, funds raised on short-term basis, prima facie , have not been used during the year for long-term investments.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not raised any money through a public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year under review.

For R.A. KUVADIA & Co.

Chartered Accountants

(R.A. KUVADIA)

Place : Mumbai Proprietor

Date : 22.05.2012 M. No. 40087

FRN NO.: 105487W

---

Mar 31, 2010

We have audited the attached Balance Sheet of ASHOK ALCO-CHEM LIMITED, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto 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 these financial statements based on our audit.

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

As required by Companies (Auditors Report) Order, 2003 issued by the central Government in terms of Section 227 (4A) of the Companies ct, 1956, 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 enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments as above, we report that;

1. 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.

2. 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;

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

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

5. According to information & explanations given to us and on the basis of written representations received from the Directors of the Company & taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to, note no 5 regarding non deposit of unpaid dividend, of Schedule 18 and read along with other notes to accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

b) In the case of Profit and Loss Account, of the LOSS for the year ended on that date, and

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

Annexure referred to in Paragraph 3 of our report of even date

1. (a) The Company is in the process of updating the records showing particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management and no discrepancies were found on such verification;

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

2. (a) The stock of Finished Goods, Raw materials, Stores and consumables and trading Material was physically verified by the Management at reasonable intervals;

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

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) According to the information and explanations given to us, the Company has taken unsecured loans from parties covered in the register maintained under Section 301 of the Companies Act, 1956 & the terms and conditions of the loan are not prejudicial to the interest of the company.

(b) Deposits and advances given to parties listed under section 301 for use of the assets or otherwise are free of interest. The loans or advances in nature of loan from companies or parties listed in the register maintained under section 301 of Companies Act 1956 are, prima facie, not prejudicial to the interest of the Company. There are no stipulations as to repayments of loans.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed asset and with regard to the sale of goods and services. During the course of our audit, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the internal control system.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section;

(b) In our opinion and according to the information and explanations given to us, transactions made in pursuance of such contracts or arrangements exceeding value of rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company is in the process of complying with the directives issued by The Reserve Bank of India and provisions of section 58A and the rules there under for short term loan taken from Director who has resigned during the year under review.

7. The Company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and explanations given to us the maintenance of cost records under sec 209(1)(d) of The companies Act, 1956 has not been prescribed by Central Government for any of the products of the company for the year under review .

9. (a) According to the records of the Company and information and explanations given to us, 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, Service Tax, Customs duty, Excise Duty, Cess and other material statutory dues applicable to it except for marginal delays.

(b) According to the records of the Company and subject to method of accounting consistently followed by it the undisputed amount payable to appropriate authorities in respect of - Sales-tax for the F. Y. 2000-2001 Rs. 34.54 lacs, F. Y. 2001-2002 Rs. 52.73 lacs, F. Y. 2002-2003 Rs. 67.57 lacs, F. Y. 2003-2004 Rs. 21.12 lacs; Sales Tax Deferment Dues Rs. 249.12 lacs; Income Tax Rs. 16.75 lacs for the F.Y.1997-98 and Rs 8.95 lacs for F. Y. 1998- 1999; Corporate Dividend Tax Rs. 6.88 lacs for F. Y. 1999-2000 were outstanding as on 31.03.2010 for the period of six months from the date they become payable.

(c) In case of Income Tax for the A. Y. 1996-1997 Rs. 50.20 lacs and A. Y. 1999-2000 Rs. 99.37 Lacs appeal is pending before appropriate authorities.

10. The Company has accumulated losses in excess of free reserves. The company has incurred cash losses during the year under review. However there were no cash losses in the immediate preceding financial year.

11. The Company has not defaulted in repayment of dues to financial institution or bank or debenture holders.

12. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

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

14. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) are not applicable to the Company.

15. The Company has traded in mutual funds. The Company has maintained proper records of transactions and contracts and the same have been held in the name of the Company.

16. According to the information and explanations given to us, the Company has not taken any new term loan during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, funds raised on short-term basis, prima facie , have not been used during the year for long-term investment

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

19. The Company has not raised any money through a public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year under review.

For R.A. KUVADIA & Co.

Chartered Accountants



(R.A. KUVADIA)

Place : Mumbai Proprietor

Date : 29th May, 2010