Indoworth Holdings Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the standalone financial statements of INDOWORTH HOLDINGS LIMITED (“the
Company”), which comprise the balance sheet as at 31 “March, 2025, and the statement of Profit
and Loss, (statement of changes in equity) and the statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as “the Standalone Financial
Statements”).

In our opinion and to the best of our information and according to the explanations given to
us, except for the effects of the matter described in the Basis for Qualified opinion section of our
report, 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
March 31, 2025,the loss and total comprehensive income, changes in equity and its cash flows for
the year ended on that date.

2. Basis for Qualified Opinion

a) The Company hold shares m unlisted equities and these investments are shown at cost, The
physical share certificates were not produced before us and the Company has not assessed
the fair value measurement of above investments nor has provided for any provision for
diminution..

b) Attention is invited to loans and advances given in earliers years which are subject to
confirmation and no provisonfor doubtful debt has been done by the management.

c) The Company has not done -provision of gratuity under Ind AS-19 during the year.

Our opinion is modified.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.We conducted our audit in
accordance with Standards on Auditing (SAs) prescribed under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the
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 together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics

3. Emphasis on matters

a) Attention in invited to Note 21.9 wherein a sum Rs 1,125Lakhs is included in other current
assets ,paid to Asset Reconstruction Company (India) Limited (ARCIL) towards part consideration
for settlement of dues of other entities and their respective guarantors.

b) Note No 21.10 wherein a sum of Rs 137.13 Lakh paid to respective Banks towards part
consideration for settlement of dues of other entities and their respective guarantors.

Our opinion is not modified in respect of the above matter.

4. 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.

5. 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, (changes
in equity) and cash flows of the Company in accordance with6 the accounting principles generally
accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

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

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

6. Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtained reasonable assurance about whether the Financial Statements as a
whole are free from material misstatement, whether due to fraud or error and to issue and
auditor’s report that includes our opinion. Reasonable assurance is a high label of assurance, but is
not the guarantee that an audit conducted in accordance with SAs with always detect a material
misstatement when it exist. Misstatement can arise from fraud or error and the 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:

a 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 financial controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the Company has adequate internal financial
controls 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 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.

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 financial statements may be influenced. We consider quantitative materiality and qualitative
factors in (f) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the 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.

7. Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor’s Report) Order, 2020 ("the Order”) issued by the
Central Government in terms of Sub-section (11) of Section 143 of the Act, we enclose in
the Annexure - A, a statement on the matters specified in the said Order, to the extent
applicable to the Company.

ii) As required by Section 143(3) of the Act, based on our audit we report that

a) We have sought and, except for the matters described in the Basis for Qualified Opinion
paragraph, 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, the Statement of Profit and Loss including Other Comprehensive
Income, Statement of Changes in Equity and the Statement Cash Flows 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 Indian
Accounting Standards specified under Section 133 of the Act.

e) On the basis of written representations received from the Directors as on 31^st March,
2025 taken on record by the Board of Directors, none of the Director is disqualified as
on 31* 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,

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 s directors during the year.

h) With respect to the other matters to be included in the Auditor’s Report in accordance
with amended 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 has disclosed the impact of pending litigations on its financial
position, wherever ascertainable.

ii. The Company did not have any long-term contracts including derivative
contracts for which there was any material foreseeable loss.

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

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 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. There has been no declaration of dividend by the Company during the year.

vi. Based on our examination carried out in accordance with the Implementation
Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (Revised 2024 Edition) issued by the Institute of
Chartered Accountants of India, which included test checks, we report that 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 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. Our examination of the audit
trail was in the context of an audit of financial statements carried out in
accordance with the Standard of Auditing and only to the extent required by
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. We have not
carried out any audit or examination of the audit trail beyond the matters
required by the aforesaid Rule 11(g) nor have we carried out any standalone
audit or examination of the audit trail.

For R.K.Chandak & Co

Firm Registration No:319248e

Chartered Accountants

(CA Binay Sharma )

Partner

Membership No:065863

UDIN:25065863BMIAYB6182

Place: Kolkata

Dated: The 30^thday of May 2025

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

2. 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") read with General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

3. 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.

4. 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 effectiveness of the companies internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

a) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. 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 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 sub-section (3C) of Section 211 of the Companies Act, 1956, read with General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of Uniworth Securities Limited on the financial statements for the year ended March 31, 2014.

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under up-dation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

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

b) The procedure of physical verification of inventory followed by the management are,in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan,secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.Accordingly,clauses (iii)(b) to (iii)(d) of paragraph 4 of the Order are not applicable to the company for the current year.

b) The company has not taken any loans, secured or unsecured, from Companies,firms or other parties covered in register maintained under section 301 of the Companies Act,1956. Accordingly, clauses(iii)(f) and (iii)(g) of the order are not applicable.

iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, we have not observed any major weakness in such internal control system.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act,1956, that needs to be entered into the register maintained under section 301 of the Companies Act,1956.Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 are not applicable.

ix) a) Undisputed statutory dues including Provident Fund, Investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty and Cess have generally been regularly deposited with appropriate authorities. b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

x) The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, the Company has not issued any debentures.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report), 2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) The Company has not raised any term loans.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long- term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301of the Companies Act, 1956.

xix) The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co. Chartered Accountants Firm Registration No. 319248E

Binay Sharma Place : Kolkata Partner Date : The 27th day of May, 2014 Membership No. 065863

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. UNIWORTH SECURITIES LIMITED as at March 31, 2012 and the relative Statement of Profit and Loss Account for the year ended on that date annexed thereto and the Cash flow statement for the year ended on that date, in which are incorporated the accounts of Kolkata office and Mumbai office thereof audited by us. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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.

4. 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 these books.

5. The Balance Sheet and Statement of Profit and Loss Account dealt with by this report are in agreement with the books of account.

6. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act.

7. Based on the representations made by all the Directors of the Company as on March 31, 2012 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima facie, have any disqualification as referred to in Clause (g) of subsection (1) to Section 274 of the Act.

8. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and Statement of Profit and Loss Account together with the Notes thereon and attached thereto give in the prescribed manner the information required by the 'Act' and also give respectively, a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

9. As required by the Companies (Auditor's Report) Order 2003 as amended by the Companies (Auditor's Report) (Amendment Order,2004(the "Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraphs 4 and 5 of the said Order :

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under up-dation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedure of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan ,secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.Accordingly,clauses (iii) (b) to (iii)(d) of paragraph 4 of the Order are not applicable to the company for the current year.

b) The company has not taken any loans, secured or unsecured, from Companies, firms or other partiescovered in register maintained under section 301 of the Companies Act,1956. Accordingly, clauses(iii)(f)and(iii)(g) of the order are not applicable.

iv) In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act ,1956, that needs to be entered into the register maintained under section 301 of the Companies Act ,1956.Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 are not applicable.

ix) a) Undisputed statutory dues including Provident Fund, Investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty and Cess have generally been regularly deposited with appropriate authorities.

b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the records of the Company the dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess on account of any dispute are as follows

Name of the Statute Nature of Dues Amount Forum where dispute

(Rs.) is pending

Income Tax Act,1961 Demand for Tax for 809,612/- Assessing Officer

Assessment year

2006-07

x) The company has no accumulated losses at the end of the financial year and there is no cash loss in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, there is no debentures issued by the Company.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report) ,2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) No term loan have been taken by the Company.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long-term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301of the Companies Act, 1956.

xix) There are no debentures issued by the Company.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co.,

Chartered Accountants

Firm Registration No. 319248E

Rajesh Kumar Chandak Place : Kolkata Partner

Date : the 28th day of August, 2012 Membership No. 300-54637

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. UNIWORTH SECURITIES LIMITED as at March 31, 2011 and the relative Profit and Loss Account for the year ended on that date annexed thereto and the Cash flow statement for the year ended on that date, in which are incorporated the accounts of Kolkata office and Mumbai office thereof audited by us. These financial statements are the responsibility of management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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.

4. 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 these books. j

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

6. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Act.

7. Based on the representations made by all the Directors of the Company as on March 31, 2011 and taken on record by the Board of Directors of the Company and in accordance with the information and explanations as made available, the Directors of the Company do not, prima facie, have any disqualification as referred to in Clause (g) of subsection (1) to Section 274 of the Act.

8. In our opinion, and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account together with the Notes thereon and attached thereto give in the prescribed manner the information required by the 'Act' and also give respectively, a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011; and ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date. iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

9. As required by the Companies (Auditor's Report) Order 2003 as amended by the Companies Act (Auditors Report) (Amendment Order, 2004) (the "Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we further state on the matters specified in paragraphs 4 and 5 of the said Order:

i) a) Proper records showing full particulars, including quantitative details, situation of Fixed assets are under updation.

b) Fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its fixed assets. As informed no material discrepancies were noticed on such physical verification.

c) The Company has not disposed any of its fixed assets during the year.

ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

b) The procedure of physical verification of inventory followed by the management are, in our opinion, reasonable and adequate in relation to the size of the company and nature of its business.

c) The company is maintaining proper records of inventory and no discrepancies were noticed on physical verification.

iii) a) The Company has not granted any loan .secured or unsecured, to Companies firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly, clauses (iii) (b) to (iii) (d) of paragraph 4 of the Order are not applicable to the company for the current year. b) The Company has not taken any loans, secured or unsecured, from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) and (iii) (g) of the order are not applicable.

iv) in our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of the goods. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

v) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements referred to in Section 301 of the Companies Act, 1956, that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(v)(b) of the order is not applicable to the Company and no further comments are made.

vi) The company has not accepted any deposit from public.

vii) The company has appointed a firm of Chartered Accountants to conduct the internal audit of the Company. The extent of internal audit is commensurate to the size and nature of the business of the company.

viii) Maintenance of Cost records as prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956 are not applicable.

ix) a) Undisputed statutory dues including Provident Fund, Investor education and protection fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty and Cess have generally been regularly deposited with appropriate authorities .

b) According to information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

c) According to the records of the Company the dues outstanding of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty & cess on account of any dispute are as follows, t

Name of Statute Nature of Dues Amount Forum where dispute (Rs.) is pending

Income Tax Demand for Tax for 8,09,612/- Commissioner of Act 1961 Assessment year 2006-07 Income Tax (Appeals)

x) The company has no accumulated losses at the end of the financial year and there is no cash loss in the current year and in immediately preceding financial year.

xi) Based on our audit procedure and as per the information and explanation given by the management, there is no debentures issued by the Company.

xii) According to information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xiii) In our opinion the company is not a chit fund/mutual benefit fund/ society. Accordingly the provision of clause 4(xiii) of the Companies (Auditors Report) ,2003 are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities and other investments, in our opinion and according to information and explanation given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares and other securities have been held by the company in its own name.

xv) According to information and explanation given to us the company has not given guarantee for loan taken by others from banks or financial institution.

xvi) No term loan have been taken by the Company.

xvii) According to information and explanation given to us and overall examination of the balance sheet and cash flow statement of the company we report that no funds raised on short-term basis have been used for long-term.

xviii) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Companies Act, 1956. xix) There are no debentures issued by the Company.

xx) The company has not raised any money through a public issue during the year.

xxi) Based upon the audit procedure performed for the purpose of reporting true and fair view of the financial statement and as per information and explanation given by the management we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For R. K.Chandak & Co.,

Chartered Accountants

Firm Registration No. 319248E Rajesh Kumar Chandak

Place: Kolkata Partner

Date : the 25th day of August, 2011 Membership No. 300-54637