Hem Holdings & Trading Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

HEM HOLDINGS AND TRADING LIMITED

Fairlink Centre, Opp. Andheri Link Road,

Andheri (West) Mumbai MH 400053

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Hem Holding & Trading Limited (the ''Company'') (CIN: L65990MH1982PLC026823), which comprise the standalone balance sheet as at 31st March 2025, and 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 then ended, and notes to the standalone financial statements, including a summary of the 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 with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2025, Net Loss and the other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (''SAs'') specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the 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 (the ''ICAI'') together with the ethical 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 Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention on the following matters. Our conclusion is not modified in respect of this matter.

a. As per the regulatory framework for Non-Banking Financial Companies (NBFCs), the Reserve Bank of India (RBI) has mandated that all existing NBFCs are required to maintain a minimum Net Owned Fund (NOF) of crore as at 31 st March 2025. As of the reporting date, the Company has not maintained the minimum Net Owned Fund of ^5 crore as required by the RBI.

b. Company has written off the receivable of Rs. 144.30 Lakhs during the year, which is disclosed under Note No. 20 to the financial statements.

These transactions are material to the financial statements and required significant audit attention due to the nature and magnitude of the amount, and its impact on the Company’s financial position, result and operation. Accordingly, we identified this matter as Emphasis Matter.

Principal Audit Procedures:

We have started our audit procedures with understanding of the internal control environment related to impairment loss allowance. Our procedures over internal controls focused on recognition and measurement of impairment loss allowance. We assessed the design and tested the operating effectiveness of the selected key controls implemented by the Company.

We also assessed whether the impairment methodology used by the company is in line with Ind AS 109 "Financial instruments" requirements. Particularly we assessed the approach of the Company regarding definition of default, Probability of Default, Loss Given Default and incorporation of forward-looking information for the calculation of ECL.

For loans and advances which are assessed for impairment on a portfolio basis we performed particularly the following procedures:

• We tested the reliability of key data inputs and related management controls;

• We checked the stage classification as at the balance sheet date as per definition of default of the company;

• We validated the ECL model and calculation;

• We have also calculated the ECL provision manually for a selected sample; and

•We have assessed the assumptions made by the Company in making accelerated provision considering forward looking information and based on an event in a particular geographical range.

For loans and advances which are written off during the year under audit, we read and understood the methodology and policy laid down and implemented by the Company in this regard along with its compliance on sample basis.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion & Analysis, Director''s Report and Corporate Governance 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 audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as • fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period therefore the- key audit matters. We describe these matters in our auditor''s report unless 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

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” statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

1. 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 ofour knowledge and belief were necessary for the purposes of our audit.

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure-B".

(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, no remuneration has been paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

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

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses during the year ended 31st March, 2025.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced loaned or invested (either from borrowed funds or share premium or any other

in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(c) Based on the audit procedures 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 (a) and (b) above, contain any material misstatement.

v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility and preservation of audit trail as per statutory requirements for record retention is applicable to the Company with effect from April 1, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is applicable for the financial year ended March 31, 2025.

Based on our examination which included test checks performed by us, the company has used an accounting software for maintaining its books of account for the financial year ended on 31^st March 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 and the company has preserved the audit trail, as per the statutory requirements for the purpose of record retention.

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Mar 31, 2024

We have audited the standalone financial statements of Hem Holding & Trading Limited (the
Company), which comprise the standalone balance sheet as at 31st March 2024 and 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 then
ended, and notes to the standalone financial statements, including a summary of the 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 with the Indian Accounting Standards prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at

31st March 2024, profit and total comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Oninimj

We conducted our audit in accordance with the Standards on Auditing (''SAs'') specified under
section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor''s Responsibilities for the Audit of the 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 (the TCAT) together with the ethical
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 Code of Ethics. We believe that

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

Kev Audit

Key audit matters are those matters that, in our profess,onal judgment, were of most
significance m our audit of the Standalone Financ.al Statements of the current period These
matters were addressed m 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 mattem described below to be the key audit matteis to be
communicated in our report. - NIL

Principal Audit Procedures:

We have started our audit procedures with understanding of the internal control environment
related to impairment loss allowance. Our procedures over internal controls focused on
recognition and measurement of impairment loss allowance. We assessed the design and
tested the operating effectiveness of the selected key controls implemented by the Company.

Ind Ac°,no“c^{ed Whe}[^{her the impairmem meth}°dology used by the company is in line with
Ind AS 109 Financial instruments" requirements. Particularly we assessed the approach of

the Company regarding definition of default, Probability of Default, Loss Given Default and
incorporation of forward-looking information for the calculation of ECL.

For loans and advances which are assessed for impairment on a portfolio basis we
performed particularly the following procedures:

• We tested the reliability of key data inputs and related management controls;

• We checked the stage classification as at the balance sheet date as per definition of
default of the company;

• We validated the ECL model and calculation by involving our Information Technology
Expert,

• We have also calculated the ECL provision manually for a selected sample; and

• We have assessed the assumptions made by the Company in making accelerated
provision considering forward looking information and based on an event in a particular
geographical range.

For loans and advances which are written off during the year under audit, we read and
understood the methodology and policy laid down and implemented by the Company in this
regard along with its compliance on sample basis.

Other InfnrnmHmj

The Company''s Board of Directors is responsible for the other information The other
information comprises the information included in the Management Discussion & Analysis,
Director''s Report and Corporate Governance 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 informatioi^^
and we do not express any form of assurance conclusion thereon. IjMl

T . . , Y*\ ^

In conned,on with our audit of the Standalone Financial Statements, our responsibility is t<\k»o
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 audit or otherwise appears to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact.

We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial StatemenR

I he Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these 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 Ind AS specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and tor preventing and detecting frauds and other
irregularities, selection and application ot appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

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

Companies Act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

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

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

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

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

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

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

few

Report on Other Legal and Regulatory Requirements

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 “B” statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.

1. 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,

2024 taken on record by the Board of Directors, none of the directors is disqualified as on

31st March, 2024 from being appointed as a director in terms of Section 164(2) of the
Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure A".

(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, no remuneration has
been paid/ provided by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance
with 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.

u. The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses during the year ended 31st
March, 2024.

ni. There were no amounts which were required to be transferred to the Invest/f^^
Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief,
funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person or entity,
including foreign entity (“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

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

(c) Based on the audit procedures 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 (a) and (b) above, contain any material misstatement.

v. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining
books of account using accounting software which has a feature of recording audit
trail (edit log) facility is applicable to the Company with effect from April 1, 2023
and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors)
Rules, 2014 is applicable for the financial year ended March 31,2024.

Based on our examination which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year
for ail 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 per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting under Rule 11(g) of the companies (Audit
and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended March
31,2024.

For M/s Harsh Jain & Associates,

(Chartered Accountants),

FRN- 007639C

V'' |Or

CA Harsh Jain \. > _ Jfey

(Partner)

M. No. 076736 _{p|ace; Durg}

UDIN- 24076736BKDQGZ6056 Date _ 30.05.2024

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Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules I made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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, 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 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 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 31,2015;

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

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

Our opinion is not qualified / modified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of Sub-section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from all the directors as on March 31, 2015, 1 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013.

ANNEXURE TO AUDITORS' REPORT ON THE ACCOUNTS FORTHE YEAR ENDED 31 MARCH, 2015 in terms of The Companies (Auditor's Report) Order 2015 (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

a) The Company is maintaining proper records showing full particulars, includin quantitative details and situation of fixed assets.

b) The fixed assets of the Company have been physically verified by the managemer during the year and no material discrepancies have been noticed on such verification.

(ii) (a), (b) and (c)

These paragraphs relating to inventory are not applicable since the Company is not maintaining any inventories.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 and therefore no comments thereon.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature a its business for the purchase of fixed assets and sale of service. During the course of oui audit, we have not observed any major weaknesses in internal control system. There is nc purchase of inventory or sale of goods.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

(vi) In view of the nature of its business, the Company is not required to maintain cost records under section 148(1) of the Companies Act, 2013.

(vii) a) According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Income Tax and other material statutory dues with the appropriate authorities and no undisputed amounts payable in respect thereof were outstanding as at 31st Mar'15 for a period of more than six months from the date of becoming payable.

b) As informed to us Provident fund, State Insurance, Sales Tax (VAT), Service Tax, Custom Duty, Excise Duty and cess are not applicable to the Company.

c) According to the records of the Company, there were no amounts that to be transferred to the Investor Education and Protection Fund in provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(vim) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year and in the immediately preceding financial year.

(ix) That the Company is not indebted to Financial Institutions or Banks and there are no comments under this para.

(x) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others form banks or financial institutions.

(xi) According to the information and explanations given to us, the Company has not raised any term loans during the year.

(xii) In our opinion and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

FOR, AGRAWAL SHUKLA & CO. CHARTERED ACCOUNTANTS

(PANKAJ JAIN) Partner M.NO.407917 Firm Reg. No.326151E

PLACE: RAIPUR DATED: 13th June 15

---

Mar 31, 2014

We have audited the accompanying financial statements of HEM HOLDINGS AND TRADING LIMITED, ("the Company"), which comprises 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 and financial performance of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis- statement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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, of the profit for the year ended on that date;

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the companies Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

e. On the basis of written representations received from all 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, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

FOR, AGRAWAL SHUKLA & CO. CHARTERED ACCOUNTANTS

(PANKAJJAIN) PARTNER M.N0.407917 Firm Reg. No.326151E

PLACE: Raipur DATED: 16th June, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Hem Holdings And Trading Limited ("the Company"), which comprise the Balance Sheet as at 31at March, 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.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance'' of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 explainations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair veiw in confirmity 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;

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of Ind.a 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 behefwere necessary for the purpose of our audit;

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

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

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

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

1.

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

b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

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

2. In view of the nature of the Company''s business, there being no inventory, the provisions of Clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted any Loan to or taken any loan from Companies, firms or other parties covered in the register maintained under section 30 of he Companies Act,1956 and hence clause 4(iii) of the Order is not applicable for the year.

4. In our opinion and according to the information and explanations given to us there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and sale of service. During the course of our audit, we have not observed any major weaknesses in internal control system. fThere is no purchase of inventory or sale of goods.

5. In our opinion, and according to the information and explanations given to us, there are no contracts or arrangement that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public and consequently, the provisions of clause 4(vi) of the Order are not applicable to the Company.

7. The requirement of internal''Audit is applicable to the Company. The Company does not have formal internal audit system, however, as explained to us, the existing internal control procedures ensure reasonable checks of its financial and other records.

8. In view of the nature of the its business, the Company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. According to information and explanations given to us,

a) According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Income Tax and other material statutory dues with the appropriate authorities and no undisputed amounts payable in respect thereof were in arrears as at 31st March, 2013. As informed to us Provident fund, Investor Education and Protection fund State Insurance, Sales Tax, (VAT), Service Tax, Custom Duty, Excise Duty and Cess are not applicable to the Company.

b) There were no undisputed statutory dues mentioned above which have not been deposited.

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

11. The Company has no dues payable to any financial institution or bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society.Therefore, the provisions of Clause 4(xiii) of the Order are not applicable the the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of Order are not applicable to the Company. All the shares and units held as investments at the close of the year, are held in the name of the Company.

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

16.The Company has not obtained any term loans during the year.

17.According to the information and explanations given to us the Company has not raised any funds on short term basis during the year.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year. 30lJtZrZP&nieS VV7d in the Register maintained under Sect on 301 of the Companies Act, 1956 during the year.

19.There are no debentures issued or outstanding during the year and accordingly, the creation of security or charge thereof does not arise.

20. The Company has not raosed anu money by public issues during the year and hence the requirement of disclosure and verification of end use of such money is not applicable.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during have we been informed of such case by the management



FOR PARIKH & SHAH

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 107528W



(V.M. PARIKH).

MUMBAI : 29TH MAY, 2013 MEMBERSHIP NO. 7878.

---

Mar 31, 2012

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

2. We conducted our audit in accordance with 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) 0rder,2003, as amended by the Companies (Auditor''s Report) (Amendment) Order,2004 (together the Order) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

i) 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;

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable;

v) On the basis of Written representations received from the directors as on 31st March,2012 and taken on a record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, 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 the Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED : 31st MARCH,2012.

(Referred to in Paragraph 3 of our report of even date)

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

b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

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

2. In view of the nature of the Company''s business, there being no inventory, the provisions of Clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted any Loan to or taken any loan from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence clause 4(iii) of the Order is not applicable for the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and sale of service. During the course of our audit, we have not observed any major weaknesses in internal control system. There is no purchase of inventory or sale of goods.

5. In our opinion, and according to the information and explanations given to us, there are no contracts or arrangement that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6. The Company has not accepted any deposits from the public and consequently, the provisions of clause 4(vi) of the Order are not applicable to the Company.

7. The requirement of Internal Audit is applicable to the Company. The Company does not have formal internal audit system, however, as explained to us, the existing internal control procedures ensure reasonable checks of its financial and other records.

8. In view of the nature of the its business, the Company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9. According to information and explanations given to us,

a) According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Income Tax and other material statutory dues with the appropriate authorities and no undisputed amounts payable in respect thereof were in arrears as at 31st March, 2012. As informed to us Provident fund, Investor Education and Protection fund, State Insurance, Sales Tax, Service Tax, Custom Duty, Excise Duty and Cess are not applicable to the Company.

b) There were no undisputed statutory dues mentioned above which have not been deposited.

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

11. The Company has no dues payable to any financial institution or bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of Order are not applicable to the Company. All the shares and units held as investments, at the close of the year, are held in the name of the Company.

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

16. The Company has not obtained any term loans during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short term basis during the year.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the Register maintained under Section 301 of the Companies Act,1956 during the year.

19. There are no debentures issued or outstanding during the year and accordingly, the creation of security or charge thereof does not arise.

20. The Company has not raised any money by public issues during the year and hence the requirement of disclosure and verification of end use of such money is not applicable.

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



FOR PARIKH & SHAH CHARTERED ACCOUNTANTS FIRM REGN. NO. 107528W

MUMBAI: 29th MAY,2012. (V.M. PARIKH) PARTNER MEMBERSHIP NO. 7878

---

Mar 31, 2010

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

2. We conducted our audit in accordance with 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 materia) misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also Includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

i) 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 ;

ii> In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of the books ;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act,1956 to the extent applicable;

v) On the basis of Written representations received from the directors as on 31st March ,2010 and taken on a record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes there on, 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 the Profit and Loss Account, of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED : 31st MARCH, 2010. (Referred to in Paragraph 3 of our report of even date)

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

b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

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

2. In view of the nature of the Companys business, there being no inventory, the provisions of Clause 4(ii) of the Order are not applicable to the Company.

3. The Company has neither granted any Loan to or taken any loan from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and hence clause 4(iii) of the Order is not applicable for the year.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and sale of service. During the course of our audit, we have not observed any major weaknesses in internal control system. There is no purchase of inventory or sale of goods.

5) In our opinion, and according to the information and explanations given to us, there are no contracts or arrangement that need to be entered in the register required to be maintained under section 301 of the Companies Act, 1956.

6) The Company has not accepted any deposits from the public and consequently, the provisions of clause 4(vi) of the Order are not applicable to the Company.

7) The requirement of Internal Audi is applicable to the Company. The Company does not have formal internal audi system, however, as explained to us, the existing internal control procedures ensure reasonable checks of its financial and other records.

8) In view of the nature of the its business, the Company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

9) According to information and explanations given to us,

1. There are no other statutory dues except income tax which has been regularly deposited with appropriate authorities.

2. There are no income tax or any other statutory dues which have not been deposited on account of any dispute.

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

4. The Company has no dues payable to any financial institution or bank or debenture holders.

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

6. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

7. According to the information and explanations given to us, the Company is not dealing or trading, in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of Order are not applicable to the Company. All the shares and units held as investments, at the close of the year, are held in the name of the Company.

8. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

9. He Company has not obtained any term loans during the year.

10. According to the information and explanations given to us, the Company has not raised any funds on short term basis during the year.

11. The Company has not made any preferential allotment of shares to the parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

12. Here are no debentures issued or outstanding during the year - and accordingly, the creation of security or charge thereof does not arise.

13. He Company has not raised any money by public issues during the year and hence the requirement of disclosure and verification of end use of such money is not applicable.

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

FOR PARIKH & SHAH. CHARTERED ACCOUNTANTS.

(V.M. PARIKH). PARTNER.

MUMBAI - 26th MAY 2010 MEMBERSHIP NO. 7878.