Mackinnon Mackenzie & Company Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

Mackinnon Mackenzie & Co Limited

Qualified Opinion

We have audited the accompanying statement of audited standalone financial results (‘the Statement'') of Mackinnon Mackenzie & Co Limited (“the Company”) for the month ended March 31,2025 and the year-to-date results for the period from April 01, 2024 to March 31,2025, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended (‘Listing Regulations'').

The Statement, which is the responsibility of the Company''s Management and approved by the Company''s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, Interim Financial Reporting (‘Ind AS 34''), prescribed under Section 133 of the Companies Act, 2013 (‘the Act''), SEBI Circular CIR/CFD/FAC/62/2016 dated 5 July 2016, (Hereinafter referred to as ‘the SEBI Circular''), and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our audit.

In our opinion and to the best of our information and according to the explanations given to us except for effects/possible effects of matter described in the Basis for Qualified Opinion, these financial results:

a. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

b. gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information of the Company for the quarter ended March 31,2025 as well as the year-to-date results for the period from April 01,2024 to March 31,2025.

Basis for Qualified Opinion

1. The Company had borrowed amounts from its bankers aggregating Rs 82,561.29 lakhs including interest. Since said amounts were not repaid, Bankers approached Debt Recovery Tribunal. The Hon''ble Bombay High Court had approved the application of the banks for transfer of debts owed to them to a company (hereinafter referred to as “Lending Company”) along with securities and mortgage charges in the past pursuant to the consent terms filed in the Debt Recovery Tribunal. Consequently, suits filed by the banks before the Debt Recovery Tribunal had transposed the “Lending Company” in place of the banks. The Hon. Bombay High Court had passed a decree in two of the suits filed in favour of the said “Lending Company” to dispose of/sell the immoveable property and flats belonging to the company to recover its dues. Total amount due to the “Lending Company” as per the decree together with interest is Rs 86,109.08 lakhs as on 31st March 2025.

2. Loans and Advances include certain old balances amounting to Rs 8.19 lakhs for which no provision for doubtful items if any have been made in the accounts resulting in an overstatement of other current assets and understatement of loss and negative net worth by Rs. 8.19 lakhs.

3. Trade Payables include an amount of Rs. 26.51 lakhs which represent old balances due to more than 20 years which are not claimed by the creditors. If these amounts had been written back, loss and negative net worth would have been reduced by Rs. 26.51 lakhs and trade payables would have been reduced by Rs. 26.51 lakhs.

4. Certain old credit balances outstanding in various accounts amounting to Rs.148.53 lakhs for which no writeback has been made in accounts. If these amounts had been written back, loss and negative net worth would have been reduced by Rs. 148.53 lakhs and other current liabilities would have been reduced by Rs. 148.53 lakhs.

5. Provision for accrued liability for the year in respect of gratuity and long term compensated absences has been made on an arithmetical basis instead of based on actuarial valuation as required by the Ind AS 19 Employees Benefits (the Standard). We are not able to ascertain and comment on the resultant impact of the same on the financial results of

the Company.

6. Investments in Debentures or Bonds aggregating to Rs 0.56 lakhs are destroyed in fire in the year 1998. In absence of adequate data, no provision is made for loss of investments. If these Investments would have been written off, the investments would have reduced by Rs. 0.56 lakhs and loss and negative net worth would have increased by Rs. 0.56 lakhs.

7. Non-availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances, deposits, and creditors appearing in of the accounts respectively. We are not able to ascertain and comment on the correctness of the outstanding balances and the resultant impact of the same on the financial results of the Company.

8. The lease agreement for the company''s premises expired on May 22nd, 2017. In response, the company has submitted an application for the lease renewal. The company has received demand notice arrears of compensation / Spl way of Leave fees for the period 1st May 2017 till 31st March 2025 for Rs 26,38,41,496.65/- (Rs. 83,43,154.83/- for the quarter ended 31st March 2025) towards renewal of lease. The Company has responded to the above demand notice contesting the demand and contents thereof. The Company has accounted for rent due from its tenants for the entire half year basis of it being holding out tenants as per legal opinion.

9. The Bombay Municipal Corporation (BMC) implemented the Capital Value System for property tax collection starting 1st April 2010. This move was legally contested by the Property Owners Association through a petition in the Hon. Bombay High Court. As a result, on 25th February 2014, the Court issued an interim order directing payment at the old rate plus 50% of the difference between old and new rates. In compliance, the company has accounted for property taxes at this revised rate in its books. However, the BMC has escalated the matter by filing a Special Leave Petition (SLP) in the Hon. Supreme Court against the interim order. Given the pending resolution of the SLP, the company has withheld the accounting of an additional 50% differential, amounting to Rs 1,35,79,227 as of 31st March 2025.

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit for the Financial Results 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 statement 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 qualified opinion on the statement.

Material Uncertainty related to going concern

We draw your attention to the financial results which indicate that the company incurred a profit of Rs 11.06 lakhs for the quarter and as of that date the company accumulated losses amounting to Rs 87,137.02 Lakhs resulting in negative net worth of the company. The management of the Company is evaluating various options to revive the company. These conditions indicate material uncertainty that may cast significant doubt on the company''s ability to continue as going concern. The “lending company” which has taken over in the past debts due by the Company to the banks has given a support letter to extend for foreseeable future any financial support which may be required by the Company. In view of this support letter the management has assessed that the company continues to be a going concern.

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

Management’s Responsibility for the Financial Statements

These financial results have been prepared on the basis of the annual financial statements. The Company''s Board of Directors are responsible for the preparation and presentation of these financial results that give a true and fair view of the net loss and other comprehensive income and other financial information, in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act, read with rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 the design, implementation and maintenance of adequate internal financial controls that were operating effectively for

ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial results, that give a true and fair view and are free from material misstatement, whether due to fraud or error.In preparing the financial results, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is 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 standalone financial statements 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 guaranteed 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 aggregate, they could reasonably be expected to influence the economic decisions of users based on these standalone 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 standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in 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 material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

We communicate with 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'' 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 Qualified consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in Annexure A, as required by section 143 (3) of the Act, we report that:

a. We have sought and except for the matters described in the Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.

b. Except for the matters described in Basis for Qualified Opinion section in our opinion, proper books of account as required by law relating to preparation of the aforesaid Financial Statements have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Financial Statements.

d. Except for the matters described in Basis for Qualified Opinion section in our opinion and read together with matter described in the Emphasis of Matters paragraph, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31,2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025, 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 remuneration paid 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. There were no pending litigations which would impact the financial position of the Company.

ii. The Company did not have any material foreseeable losses on long-term contracts including derivatives contracts.

iii. There has been no delay in transferring amounts, 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 have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

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

b. The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (‘Ultimate Beneficiaries”) by or on behalf of the Funding Party or

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

c. Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (d) (i) and (d) (ii) contain any material misstatement.

3. The Company has not declared dividend during the year.

4. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, we did not come across any instance of the audit trail feature being tampered with. However, the feature of recording audit trail (edit log) facility was not enabled at the database level to log in any direct data changes for accounting software used for maintaining books of accounts relating to payroll.

FOR M/S J M & ASSOCIATES CHARTERED ACCOUNTANTS FRN: 011270N

CA LALIT K DAVE PARTNER M. NO.: 158110 UDIN: 25158110BMHZXO6684

DATE: 30-05-2025

PLACE: MUMBAI

---

Mar 31, 2024

We have audited the accompanying financial statements of Mackinnon Mackenzie & Company Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2024, the statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Change in Equity and the Statement of Cash Flows for the year then ended as on that date and
notes to the financial statements, including a summary of the significant accounting policies and other explanatory information
( herein after referred to as the “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 matters described in the Basis for Qualified Opinion section of our report the aforesaid financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the 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 31,2024, the Loss and total comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The Company had borrowed amounts from its bankers aggregating to Rs 82561.29 Lakhs including interest. Since
said amounts were not repaid, Bankers approached the Debt Recovery Tribunal. The Hon''ble Bombay High Court
had approved the application of the banks for the transfer of debts owed to them to a company (hereinafter referred
to as “Lending Company”) along with securities and mortgage charges in the past pursuant to the consent terms filed
in the Debt Recovery Tribunal. Consequently, suits were filed by the banks before the Debt Recovery Tribunal had
transposed the “Lending Company” in place of the banks. The Hon. Bombay High Court had passed a decree in two
of the suits filed in favour of the said “Lending Company” to dispose of/sell the immovable property and flats belonging
to the company to recover its dues. The total amount due to the “Lending Company” as per the decree together with
interest is Rs.85178.17 lakhs as on 31st March 2024. The Lending Company has given an unconditional deferment of
its loans up to September 30th 2025 and accordingly this loan due to the lending company is classified as non-Current.
If Company had accounted for differential liability in the books, the loss would have increased by Rs. 2616.88 lakhs
negative net worth would have increased by Rs. Rs.2616.88 lakhs, and secured borrowings would have increased by
Rs. 2616.88 lakhs (Refer Note No. 15 to the Audited Financial Results)

2. 60 Clerical workers & 35 subordinate staff were retrenched on 4th August 1992 under the Industrial Dispute Act at
Mumbai. Each one was paid 15 days wages per completed year of service and one month''s notice pay in addition
to other dues. The Industrial Court has given a Judgement against the company. However the company had filed an
appeal with the High Court against the same order, which has been decided against the company. The Hon.Supreme
Court had dismissed the appeal of the company filed against the order of the Hon.Bombay High Court & has directed
the company to comply with the conditions of the award passed by the Industrial Court. The Hon. Supreme Court has
passed an order dated 23rd August 2022 directing to sell flats held by it and deposit Rs 30 crore out of the sale proceeds
within three months from the date of the order. The company has deposited Rs 30 crs into the Supreme Court Registry
as per the order of Hon. Supreme Court dated 21st November 2023 stands discharged from all financial obligations.
An exceptional item of ?3032 lakhs, referred to at Note 25, includes ?3000 lakhs paid for the full and final settlement of
workers'' dues as per the Hon''ble Supreme Court''s order dated August 23, 2022. The remaining ?32 lakhs represents
the appropriation of the Company''s deposit, previously placed with the Registrar of Bombay High Court, towards
workmen dues under legal proceedings. Due to pre-emption rules of the housing society where the flats are located,
the Company was unable to sell the flats to raise the funds. Therefore, the amount of ?3000 lakhs was received from
the “Lending Company” to comply with the Supreme Court order. The Company is currently finalizing the terms and
conditions of this advance. (Refer to Note No. 25 and 27 to the Audited Financial Results).

3. Loans and Advances include certain old balances amounting to Rs 8.19 lakhs for which no provision for doubtful items,
if any has been made in the accounts resulting in an overstatement of other current assets and understatement of loss
and negative net worth by Rs. 8.19 lakhs (Refer to Note No. 12 to the Audited Financial Results).

4. Trade Payables include an amount of Rs. 26.51 lakhs which represents old balances due for more than 20 years which
are not claimed by the creditors. If these amounts had been written back, loss and negative net worth would have
reduced by Rs. 26.51 lakhs and trade payables would have reduced by Rs. 26.51 lakhs. (Refer to Note No. 18 to the
Audited Financial Results).

5. Certain old credit balances outstanding in various accounts amounting to Rs.148.53 lakhs for which no write back have
been made in accounts. If these amounts had been written back, loss and negative net worth would have been reduced
by Rs. 148.53 lakhs and other current liabilities would have been reduced by Rs. 148.53 lakhs. (Refer to Note No. 19
to the Audited Financial Results).

6. Provision for accrued liability for the year in respect of gratuity and long-term compensated absences has been made
on an arithmetical basis instead of based on actuarial valuation as required by Ind AS 19 Employees Benefits (the
Standard). We are not able to ascertain and comment on the resultant impact of the same on the financial results of
the Company. (Refer to Note No. 16 and 26 to the Audited Financial Results).

7. Investments in Debentures or Bonds aggregating to Rs 0.56 lakhs were destroyed in a fire in the year 1998. In absence
of adequate data, no provision is made for loss of investments. If these Investments would have been written off, the
investments would have been reduced by Rs. 0.56 lakhs and loss and negative net worth would have increased by Rs.

0.56 lakhs. (Refer to Note No. 4 to the Audited Financial Results).

8. Non-availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances,
deposits, and creditors appearing in the accounts respectively. We are not able to ascertain and comment on the
correctness of the outstanding balances and the resultant impact of the same on the financial results of the Company.

9. The company acts as an agent, handling the distribution of pensions to former employees on behalf of its principal. It
receives a lump sum that covers the pension disbursement, as well as commissions and operational expenses. Over
time, an amount of Rs.15.28 lakhs have remained unadjusted to the credit of the principal due to deceased pensioners.
After careful examination, the company has identified that the amount is no longer owed to the principal and has reversed
this entry in its records. However, if any obligation arises regarding this amount, the company commits to making the
necessary payment. (Refer Note 20c to the Audited Financial Results)

10. The lease agreement for the company''s premises expired on May 22nd, 2017. In response, the company has submitted
an application for the lease renewal. The company has received a demand notice arrears of compensation / Spl way
of Leav fees for the period 1st May 2017 till 31st March 2024 for Rs 23,03,16,254/- towards renewal of lease. The
Company has responded to the above demand notice contesting the demand and contents thereof. The Company has
accounted for rent due from its tenants for the entire quarter on the basis of it being holding out tenant as per legal
opinion. (Refer Note28(i)(b) to the Audited Financial Results)

The above basis for qualified opinion referred to in points 1 to 8 were the subject matter of the qualification in the Auditors
Report for the year ended March 31,2024

In the absence of information, the effects of which can''t be quantified, we are unable to comment on the possible impact of the
items stated in the point numbers 6 and 8 on the financial results of the Company for the quarter and year ended March 31,2024
We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the
Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor''s Responsibilities
for the Audit of the Financial Results 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 statement under the provisions of the Act, and the Rules there under, 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 qualified opinion on the statement.

Material Uncertainty related to going concern

We draw attention to Note 32 to the financial results which indicate that the company has incurred a net loss of Rs 3096.56
lakhs during the year ended 31st March 2024 and as of that date the company accumulated losses amounting to Rs 87120.36
Lakhs resulting in negative net worth of the company. The management of the Company is evaluating various options to
revive the company. These conditions indicate material uncertainty that may cast significant doubt on the company''s ability to
continue as going concern. The “lending company” which has taken over in the past debts due by the Company to the banks
has given a support letter to extend for foreseeable future any financial support which may be required by the Company. In
view of this support letter, the management has assessed that the company continues to be a going concern.

Our opinion is not modified in respect of the said matter

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate qualified opinion on these matters. Except for
the matters described in the Basis for Qualified Opinion section and material uncertainty related to going concern section
we have determined that there are no key audit matters to communicate in our report.

Information other than the financial statements and auditors’ report thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The Other information comprises
the Board''s Report including Annexures to Board''s Report but does not include the financial statements and our auditor''s
report thereon. The Directors'' Report including Annexures to Directors'' Report is expected to be made available to us after
the date of this auditor''s report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard as no other information as described above has been made available for review.

Management’s Responsibility for the Financial Statements

The Company''s board of directors are responsible for the matters stated in section 134 (5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial results, 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 results.

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 results, 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 but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures in the financial results made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors'' 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 results 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 results, including the disclosures, and whether
the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

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

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (‘the Order” issued by the Central Government of India
in terms of Section 143(11) of the Act, we give in “Annexure A” s statement on the matters specified in paragraphs 3
and 4 of the Order to the extent applicable.

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

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

(b) In our opinion, proper books of account, as required by law, have been kept by the Company so far as it appears from
our examination of those books. Except for the matters stated in the paragraph 2(i)(v) below, on reporting under Rule
11(g) of the Companies ( Audit and Auditors) Rules, 2014 .

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

(d) Except for the possible effects of the matters described in point 6 related to provision for accrued liability for the year
in respect of gratuity and long-term compensated absences in the basis for qualified opinion section of our report, the
aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act and the rules made there
under, as applicable.

(e) On the basis of the written representations received from the directors dated May 17, 2024 and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in
terms of Section 164 (2) of the Act.

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

(g) With respect to the matter to be included in the Auditor''s Report under section 197(16) as the company has not paid
any remuneration to its Director during the current year, the said clause is not applicable.

(h) The modification relating to the maintenance of accounts and other matters connected therewith are stated in the
paragraph 2(i)(v) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(v) below on reporting under
Rule 11(g) of the Companies ( Audit and Auditors) Rules, 2014.

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

i. The Company has disclosed impact of pending litigation on its financial position in its financial statements. Refer
Note 15 to the Financial Statements.

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

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

iv. 1) 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;

2) 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;

3) 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. Based on our examination which included test checks, the company has used accounting softwares for maintaining
its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not
operated throughout the year for all relevant transactions recorded in the respective software but only from 21st
July 2023 to 31st March 2024.

Further, from 21st July 2023 to 31st March 2024 where audit trail (edit log) facility was enabled, we did not come
across any instance of the audit trail feature being tampered with during the course of our audit.

4) No dividend declared and paid during the year by the Company, hence no such compliance with Section 123
of the Act applicable to the company.

FOR GUPTA RAVI & ASSOCIATES
Chartered Accountants

Firm''s Registration Number: 006970N

CA AKHIL SHARMA
Partner

Place: Mumbai Membership Number: 225300

Date: 01/07/2024 UDIN: 24225300BKFGVA5159

---

Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notifed under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 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.

3. Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessments 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 the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

4. Basis of Qualified Opinion

As mentioned in Note 10 (c) of the financial statements, the investments made at Kolkata Rs 56000/- are presently not available for verifcation as the building is destroyed by fre. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 30 of the financial statements despite continued huge losses resulting in total erosion of the net worth of the company, the accounts for the year have been prepared on the assumption of going concern basis. Should the company be unable to continue as a going concern , the extent of effect the resultant adjustments would have on the net worth at the year end as the losses for the year is not ascertainable. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 15 of the financial statements Loans and Advances includes certain old balances amounting to Rs 8,18,785 for which no provision for doubtful items if any has been made in the accounts pending review confirmation of the same. As a result the effect of non-provision on the loss for the year cannot be ascertained. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 7 of the financial statements Trade Payables include an amount of Rs.26,51,925/- which represent old balances for which no write back has been made in the accounts pending the review/ confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 8 of the financial statements certain old credit balances outstanding in various accounts amounting to Rs.1,48,52,774 for which no write back has been made in accounts pending the review /confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 5 of the financial statements the Company''s bankers had fled suit in Bombay High Court for recovery of loans which were transferred to the Debt Recovery Tribunal. The bankers have assigned entire debt due to them to a Company and suit fled by these banks have been transferred back to Bombay High Court. Suits are for recovery of Rs.61,66,05,621/- outstanding as on 31st March 1991. However loans along with interest accrued and due to the Company which has taken over the Debt as per the terms of loans and subsequent understanding with the Company amounting to Rs 8,256,129,338 are outstanding as on 31st March 2014 However no confirmations are available from Bank and the Company which has taken over the Debt for the same. We are therefore unable to comment on the effect of the same if any on secured loans due to Company which has taken over the Debt and the debit balance of Surplus in Statement of Profit & Loss Account as at 31st March 2014. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 31 of the financial statements non availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances, deposits, and creditors appearing in Schedule 5,7,8,10, 13, 14 and 15 of the accounts respectively. As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 24 of the financial statements provision for accrued liability for the year in respect of gratuity and long term compensated absences has been made on arithmetical basis instead of based on actuarial valuation as required by Accounting Standard -15 "Employee benefits" (the Standard). The effect on the Profit & Loss Account for the year had the Company determined the accrued liability for gratuity and long term compensated absences based on actuarial valuation has not been ascertained. Accordingly, the disclosure requirement regarding the actuarial assumptions used for actuarial valuation is not complied with. Further, the transitional liability/gain as at April 1, 2007, which is required to be determined in terms of the transitional provisions of the Standard, has not been ascertained and accounted for. As a result the effect of on the loss for the year and debit balance of Surplus in Statement of Profit & Loss Account as at 31st March 2014 cannot be ascertained As such, we are unable to express an opinion as to the effect of financial statements for the year.

As mentioned in Note 27 of the financial statements, regarding non compliance of requirements under Micro, Small and Medium Enterprise Development Act, 2006 in absence of information available with the company. As such, we are unable to express an opinion as to the effect of financial statements for the year.

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matters in the Basis of Qualified Opinion paragraph as mentioned above and read together with the other notes thereon give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

6. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) 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) Except for the matters described in the Basis for Qualified opinion paragraph above, 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) Except for the effects of the matters described in the Basis for Qualified opinion 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the matter described in the Basis for Qualified Opinion paragraph 4(b),in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) Except for the effects of the matters described in the Basis for Qualified opinion paragraph above, in our opinion, the Balance Sheet, Statement of Profit & Loss comply with the Accounting Standards notifed under the companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

(f) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disQualified as on 31st March, 2014 from being appointed as a director in terms of section 274(1) (g) of the Act.

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

ANNEXURE REFFERED TO IN PARAGRAPH 1 under REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS.

(i) (a) In our opinion, the Company, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all fixed assets have been physically verifed by the management according to a regular program which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies with respect to book records were noticed on such verifcation.

(c) There was no substantial disposal of fixed assets during the year.

(ii) Clause regarding Inventory records and verifcation is not applicable to the Company as the Company is carrying on agency business.

(iii) As informed, the Company has not taken or given any loans, secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the Companies Act 1956.

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

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management. We are of the opinion that all transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered. b) Based on the information and explanations given to us, it is our opinion that these transactions have been made at reasonable prices having regards to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The requirement of having an internal audit system is not applicable to the Company.

viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s.209 (1)

(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) (a) According to the information and explanation given to us, there are no undisputed amounts payable in respect of Income tax, (other than Service Tax Rs 585349), Wealth Tax, Sales Tax, Customs Duty and Excise Duty, and Cess outstanding as at the year end of a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty or Cess outstanding on account of any dispute, except for the following.

S. Name of Statute Nature of Dues Amount Rs. No

1 Foreign Exchange 10,02,97,000 Regulation Act Fine for alleged violation of For- eign Exchange Regulation Act by the Company and its officer

2 Income Tax Act Income Tax 86,37,784

Name of Statute Period to Forum where which it relates dispute is pending

Foreign Exchange 1979 Foreign Exchange Appellate Regulation Act Tribunal has allowed Companies Appeal against which the concerned Govt.

Dept. fled an appeal with High Court of Bombay. The Hon. High Court of Bombay has referred the matter back to the Appellate Tribunal

Income Tax Act A.Y. 2011-12 Commissioner of Income Tax (Appeals)

x) (a) The Company total accumulated losses far exceed its capital and Reserves. (b) The Company has suffered cash losses during the year.

xi) According to the information and explanations given to us and the records examined by us, Company has not been able to repay loan and interest on secured loans and suits fled by Banks with Debt Recovery Tribunal and suit fled by the Company which has taken over debt from Banks are pending with High Court of Bombay.

xii) According to the information and explanations given to us and the records examined by us, the Company has not granted any loan against security of pledge of shares.

xiii) In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and Nidhi/mutual benefit fund/societies.

xiv) As per information given to us the Company is not dealing in shares and securities .

xv) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

xvi) As informed to us, Secured loans were taken in past for purchase of ships which have already been sold off but the Company is not in a position to repay the balance loan. Company''s fixed assets like Building are mortgaged to the Company which has taken over debt due to Banks. Outstanding secured loans including interest as on 31St March 2014 is Rs. 8,256,129,338.

xvii) On the basis of an overall examinations of the balance sheet and cash fow of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short term basis of long term investments and vice- versa.

xviii) The Company has not made any preferential allotment of shares to parties or companies covered under Section 301 of the Act.

xix) Company has not issued any debentures.

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

xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that, no fraud on or by the Company has been noticed or reported during the year.



For SACHIN P. MULGAOKAR & CO (Chartered Accountants) Firm Regn No:108945W

Sachin P. Mulgaokar (Proprietor) Membership No. 40942 Mumbai Dated: 30th May 2014

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S. MACKINNON MACKENZIE & COMPANY LIMITED as at 31st March 2012 and also the attached Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express 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 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, (the Order) issued by the Central Government of India in terms of sub=section (4-A) of Section 227 of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

(c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account;

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

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

f) In our opinion, and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account read together with the Notes 1,5,7,10,13,15,30 and 31 with regard to the following :

i) Investments made at Kolkata Rs.56,000/- are presently not available for physical verification as building is destroyed by fire. (Refer Note 10(c)) Despite continued huge losses resulting in total erosion of the net worth of the Company, the accounts for the year have been prepared on the assumption of going concern basis. Should the Company be unable to continue as a going concern, the extent of effect the resultant adjustments would have on the net worth at the year end as the losses for the year is not ascertainable. (Refer No No.30).

ii) Non Provision of Doubtful Debts and Advances.

Loans and advances shown under "Advances Recoverable in Cash or in Kind or for value to be received Unsecured Considered Good" includes certain old balances amounting to Rs.8,18,785/- for which no provision for doubtful items if any, has been made in the accounts pending review/confirmation of the same. As a result, the effect of such non-provision on the loss for the year cannot be ascertained (Refer Note No.15).

iii) Sundry Creditors include an amount of Rs.26,51,925/- which represent old balances for which no write back has been made in the accounts pending the review/ confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained. ( Refer Note No.7.)

iv) We refer to Note 8 regarding certain old credit balances outstanding in various accounts amounting to Rs.1,48,54,774 for which no write back has been made in accounts pending the review /confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained.

v) The Company's bankers had filed suit in Bombay High Court for recovery of loans which were transferred to the Debt Recovery Tribunal. The bankers have assigned entire debt due to them to a Company and suit filed by these banks have been transferred back to Bombay High Court. Suits are for recovery of Rs.61,66,05,621/- outstanding as on 31st March 1991. However loans along with interest accrued and due to the Company which has taken over the Debt as per the terms of loans and subsequent understanding with the Company amounting to Rs 8,256,129,338 are outstanding as on 31st March 2012. However no confirmations are available from Bank and the Company which has taken over the Debt for the same. We are therefore unable to comment on the effect of the same if any on secured loans due to Company which has taken over the Debt and the debit balance of Profit & Loss Account as at 31st March 2012. (Refer No no.5).

vi) Non availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances, deposits, and creditors appearing in Schedule 5,7,8,10,13,14,15 of the accounts respectively. (Refer Note No. 31).

vii) As stated in Note No. 24 provision for accrued liability for the year in respect of gratuity and long term compensated absences has been made on arithmetical basis instead of based on actuarial valuation as required by Accounting Standard -15 "Employee Benefits" (the Standard). The effect on the Profit & Loss Account for the year had the Company determined the accrued liability for gratuity and long term compensated absences based on actuarial valuation has not been ascertained. Accordingly, the disclosure requirement regarding the actuarial assumptions used for actuarial valuation is not complied with. Further, the transitional liability/gain as at April 1, 2007, which is required to be determined in terms of the transitional provisions of the Standard, has not been ascertained and accounted for.

Consequential effect of the matters referred in f(i) to f (viii) above the loss for the year and accumulated losses as at 31st March 2012 is not ascertainable.

viii) Subject to the effect of such adjustments, If any as might have been required, had the outcome of the uncertainties referred to in paragraph 1 above been known and subject to the matters referred to in paragraphs (ix),(x),(xi) and (xvi) of the Annexure.

And read with other notes to accounts and accounting policies give the give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

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

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

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

(i) (a) In our opinion, the Company, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all fixed assets have been physically verified by the management according to a regular program which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) Clause regarding Inventory records and verification is not applicable to the Company as the Company is carrying on agency business.

(iii) As informed, the Company has not taken or given any loans, secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the Companies Act 1956.

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

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management. We are of the opinion that all transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

b) Based on the information and explanations given to us, it is our opinion that these transactions have been made at reasonable prices having regards to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The requirement of having an internal audit system is not applicable to the Company.

viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s.209 (1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) (a) According to the information and explanation given to us, there are no undisputed amounts payable in respect of Income tax, (other than Tax Deduced at Source Rs. 158798 (paid subsequently after close of financial year), Service Tax Rs 11,07,300), Wealth Tax, Sales Tax, Customs Duty and Excise Duty, and Cess outstanding as at the year end of a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty or Cess outstanding on account of any dispute, except for the following fine for alleged violation of Foreign Exchange Regulation Act by the Company and its Officer :

S. Name of Stature Nature of Dues Amount Rs. No.

1 Foreign Exchange Fine 10,02,97,000 Regulation Act

Name of Statue Period to Forum where which it relates dispute is pending

Foreign Exchange 1979 Foreign Exchange Appellate Regulation Act Tribunal has allowed Companies Appeal against which the concerned Govt. Dept. filed an appeal with High Court of Bombay.

The Hon. High Court of Bombay has referred the matter back to the Appellate Tribunal

x) (a) The Company total accumulated losses far exceed its capital and Reserves.

(b) The Company has suffered cash losses during the year.

xi) According to the information and explanations given to us and the records examined by us, Company has not been able to repay loan and interest on secured loans and suits filed by Banks with Debt Recovery Tribunal and suit filed by the Company which has taken over debt from Banks are pending with High Court of Bombay.

xii) According to the information and explanations given to us and the records examined by us, the Company has not granted any loan against security of pledge of shares.

xiii) In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and Nidhi/mutual benefit fund/societies.

xiv) As per information given to us the Company is not dealing in shares and securities .

xv) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

xvi) As informed to us, Secured loans were taken in past for purchase of ships which have already been sold off but the Company is not in a position to repay the balance loan. Company's fixed assets like Building are mortgaged to the Company which has taken over debt due to Banks. Outstanding secured loans including interest as on 31St March 2012 is Rs.8,256,129,338.

xvii) On the basis of an overall examinations of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short term basis of long term investments and vice- versa.

xviii) The Company has not made any preferential allotment of shares to parties or companies covered under Section 301 of the Act.

xix) Company has not issued any debentures.

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

xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that, no fraud on or by the Company has been noticed or reported during the year.

For Sachin P Mulgaokar & Co.

Firm Registration No: 108945W

Chartered Accountants.

Sachin P Mulgaokar

PROPRIETOR

Membership No. 40942

Mumbai:

Dated: 30th August 2012

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S. MACKINNON MACKENZIE & COMPANY LIMITED as at 31st March 2010 and also the attached Profit and Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express 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 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, (the Order) issued by the Central Government of India in terms of sub=section (4-A) of Section 227 of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of account;

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

e) On the basis of written representations received from the directors as on 31s March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as directors in terms of clause (g) of sec-section (1) of Section 274 of the Companies Act 1956,

f) In our opinion, and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit and Loss Account read together with the Notes 1,2,6,7,8,9,and 10 appearing in Schedule 17 with regard to the following :

i) Investments made at Kolkata Rs.56,000/- are presently not available for physical verification as building is destroyed by fire. (Refer Note No. 8 (c) in Schedule 17.

ii) Despite continued huge losses resulting in total erosion of the net worth of the Company, the accounts for the year have been prepared on the assumption of going concern basis. Should the Company be unable to continue as a going concern, the extent of effect the resultant adjustments would have on the net worth at the year end as the losses for the year is not ascertainable. (Refer No No.2 in Schedule 17).

iii) Non Provision of Doubtful Debts and Advances.

Loans and advances shown under "Advances Recoverable in Cash or in Kind or for value to be received Unsecured Considered Good" includes certain old balances amounting to Rs.8,18,785/-for which no provision for doubtful items if any, has been made in the accounts pending review/confirmation of the same. As a result, the effect of such non-provision on the loss for the year cannot be ascertained (Refer Note No. 6 in Schedule 17).

iv) Sundry Creditors include an amount of Rs.26,51,925/- which represent old balances for which no write back has been made in the accounts pending the review/ confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained. ( Refer Note No.7(a) in Schedule 17).

v) We refer to Note 7(b) in the Schedule 17 regarding certain old credit balances outstanding in various accounts amounting to Rs.1,48,54,774 for which no write back has been made in accounts pending the review / confirmation of the same. As a result, the effect of such write back, if any on the loss for the year cannot be ascertained.

vi) The Companys bankers had filed suit in Bombay High Court for recovery of loans which were transferred to the Debt Recovery Tribunal. Out of 3 Banks Bank of India and Indian Bank have assigned entire debt due to them to a Company and suit filed by these two Banks have been transferred back to Bombay High Court. Suits are for recovery of Rs.61,66,05,621/- outstanding as on 31st March 1991. However loans along with interest accrued and due to Banks and the Company which has taken over the Debt as per the terms of loans and subsequent understanding with the Company amounting to Rs 7,577,322,305 is outstanding as on 31" March 2010. Interest amounting to Rs 3602.34 lacs has not been provided for the year in respect of loan due to the company. Had the interest been provided, loss for the year, accumulated losses and secured loans balances would have been higher to the extent of Rs 3602.34 lacs. However no confirmations are available from Bank and the Company which has taken over the Debt for the same. We are therefore unable to comment on the effect of the same if any on secured loans due to Bank and the Company which has taken over the Debt and the debit balance of Profit & Loss Account as at 31st March 2010. (Refer No no.9 in Schedule17).

vii) Non availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances, deposits, and creditors appearing in Schedule 3,7.8.9 and 10 of the accounts respectively. (Refer Note No. 10 in Schedule 17).

viii) As stated in Note No. 15 in Schedule 17 provision for accrued liability for the year in respect of gratuity and long term compensated absences has been made on arithmetical basis instead of based on actuarial valuation as required by Accounting Standard -15 "Employee Benefits" (the Standard). The effect on the Profit & Loss Account for the year had the Company determined the accrued liability for gratuity and long term compensated absences based on actuarial valuation has not been ascertained. Accordingly, the disclosure requirement regarding the actuarial assumptions used for actuarial valuation is not complied with. Further, the transitional liability/gain as at April 1, 2007, which is required to be determined in terms of the transitional provisions of the Standard, has not been ascertained and accounted for.

Consequential effect of the matters referred in f(i) to f (viii) above the loss for the year and accumulated losses as at 31" March 2010 is not ascertainable.

ix) Subject to the effect of such adjustments, If any as might have been required, had the outcome of the uncertainties referred to in paragraph 1 above been known and subject to the matters referred to in paragraphs (ix),(x),(xi) and (xvi) of the Annexure.

And read with other notes to accounts and accounting policies give the give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT

(i) (a) In our opinion, the Company, the Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, all fixed assets have been physically verified by the management according to a regular program which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) Clause regarding Inventory records and verification is not applicable to the Company as the Company is carrying on agency business.

(iii) As informed, the Company has not taken or given any loans, secured or unsecured from companies, firms or other parties listed in register maintained under section 301 of the Companies Act 1956.

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

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management. We are of the opinion that all transactions that need to be entered into the register in pursuance of Section 301 of the Act have been so entered.

(b) Based on the information and explanations given to us, it is our opinion that these transactions have been made at reasonable prices having regards to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

vii) The requirement of having an internal audit system is not applicable to the Company.

viii) As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s.209 (1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

ix) (a) According to the information and explanation given to us, there are no undisputed amounts payable in respect of Income tax, (other than Tax Deduced at Source Rs. 54,409, paid subsequently after close of financial year), Wealth Tax, Sales Tax, Customs Duty and Excise Duty, and Cess outstanding as at the year end of a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of Income tax, Sales tax, Wealth tax, Customs duty, Excise duty or Cess outstanding on account of any dispute, except for the following fine for alleged violation of Foreign Exchange Regulation Act by the Company and its Officer:

S. Name of Stature Nature of Dues Amount Rs. Period to No. Which it relates

1 Foreign Exchange Fine 10,02,97,000/- 1979

Forum where dispute is pending

Foreign Exchange Regulation Act Appellate Tribunal has allowed Companies Appeal against which the concerned Govt. Dept. filed an appeal with High Court of Bombay. The Hon. High Court of Bombay has referred the matter back to the Appellate Tribunal.



x) (a) The Company total accumulated losses far exceed its capital and Reserves. (b) The Company has suffered cash losses during the year.

xi) According to the information and explanations given to us and the records examined by us, Company has not been able to repay loan and interest on secured loans and suits filed by Bank with Debt Recovery Tribunal and suit filed by the Company which has taken over debt from Banks are pending with High Court of Bombay. Over Due Secured Loans as due to Bank as at 31st March 2010 is as follows :

S. No. Name of Party Amount Period

1 Central Bank of India 4,298,535,456/- Overdue



Status

Suit pending before Debt Recovery Tribunal. An Ex-parte order for recovery of Rs 18,28,75,188 plus interest had been issued by the Debt Recovery Tribunal against the company. The Companys appeal against the aforesaid order has been upheld by the Debt Recovery Tribunal and the matter will be heard in due course. We have been informed that the company is in the process of negotiating one time out of court settlement with the bank.



xii) According to the information and explanations given to us and the records examined by us, the Company has not granted any loan against security of pledge of shares.

xiii) In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and Nidhi/mutual benefit fund/societies.

xiv) As per information given to us the Company is not dealing in shares and securities .

xv) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

xvi) As informed to us, Secured loans were taken in past for purchase of ships which have already been sold off but the Company is not in a position to repay the balance loan. Companys fixed assets like Building are mortgaged to the Company which has taken over debt due to Banks. Outstanding secured loans including interest as on 31st March 2010 is Rs.7, 577,322,305.

xvii) On the basis of an overall examinations of the balance sheet and cash flow of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short term basis of long term investments and vice- versa.

xviii) The Company has not made any preferential allotment of shares to parties or companies covered under Section 301 of the Act.

xix) Company has not issued any debentures.

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

xxi) Based upon the audit procedures performed and the information and explanation given by the management, we report that, no fraud on or by the Company has been noticed or reported during the year.

For Sachin P Mulgaokar & Co.

Chartered Accountants.



Sachin P Mulgaokar PROPRIETOR

Membership No. 40942

Mumbai: Firm Registration No: 108945W

Dated: 30th August 2010