Auditor Report of Whitehall Commercial Company Ltd.

Mar 31, 2024

We hive audited the accompany ins Standalone Ind AS financial statements of Whitehall
Commercial Company Limited {“//it'' §Hih comprises the balance Sheet as at

March 51, 2024. the Statement of Profit and Loss and statement of changes in equity and cash
Hows for the year then ended, and notes to ihe Standalone financial statements, including a
summary of significant accounting policies and other explanatory information.

in our opinion and to the best of our information and according to the explanations given to us.

I he aforesaid standalone Ind AS financial statements give the information required by the Act in
Lite manner so required and give a true and lair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company us at March 31,
2024, and protL/loss, and its cash flows for the year ended on that date.

Basts for Oninmn

We conducted our audit in accordance wiLh (he Standards on Auditing (SAs) specified under
section 113(10) of (he 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 ol our report. We are independent of the Company in accordance with the
Code of Eithics issued by the institute of Charioted Accountants of India together with the
ethical requirements that are relevant to our audit of the Standalone financial statements under
the provisions ol the (. om panics Aet, 2013 and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accord a nee with these requirements and (he Code of Fifties.

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

Information other than the Slandalnnc Inti AS financial statements and auditors* report
thereon

The Company''s board of directors is responsible for the preparation of the other information.
The other information comprises the information included in the Hoard''s Report including
Anncxures to Hoard''s Report, Business Responsibility Report hut does not include the
Standalone lad AS financial statements and our auditor''s report thereon.

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

hi connection with pur audit of the Standalone Ind AS financial statements, our responsibility is
Lo read the other information and, in doing so. consider whether the other information is
materia]ty inconsistent with the standalone Ind AS financial statements or our knowledge
obtained during the course of our audit or otherwise appears lo be materially misstated,

If, based on rhe work we have performed, wc conclude that Lhcre is a material misstatement of
this olber information., we are required lo report that I act. We have nothing to report in this
regard.

-Vlanagcmtint''s KcsmmsihiMtv for the Standalone Ind AS financial Statements

''[ he Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect Lo the preparation of these standalone Ind AS
financial statements that give a true and fait view- of the financial position, financial
perform a nee. changes in equity at id cash Hows of the Company in accordance with the
accounting principles generally accepted in India, inducting the accounting Standards specified
tinder section 133 of the Act. This responsibility also includes maintenance of adequate
accouniing records in accordance with the provisions of the Act for safeguarding of the assets of
iht: Company and for preventing and detecting frauds and olher irregularilies; selection and
application of appropriate implementation and maintenance of accouniing policies; making
judgments and estimates Lhal are reasonable and prudent; and design, implement^™-and

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fel m £

maintenance of adequate internal financial controls, that were operating effectively for ens urine
the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the Standalone Ind AS financial statement that give a (rue and fair view-- and are
tree from material misstatement, whether due to fraud or error.

In preparing the Standalone hid AS financial statements, management is responsible for
assessing the Company''s ability to continue as a going concern, disclosing, as applicable,
matters re i a Led to going concern and using the going concern basis of accounting unless
management cither intends to liquidate the Company or to cease operations, or has no realistic
alternative hut to do so.

Those Board of Directors arc also responsible for overseeing the company''s linaneial reporting
process.

Auditors Responsibility for the AuditjjfjhcStandalgnc t mJ AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone hid AS financial
statements as a whole are tree from material misstatement, whether due to fraud or error; and to
issue an auditor’s report tbal includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted iti accordance with SAs will always
detect a material misstatement wired it exists. Misstatements can arise from fraud or error and
are considered material if. individually or In tire aggregate, they could reasonably he expected to
influence the economic decisions of users Laken on the basis of these Standalone Ind AS
financial statements.

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

• Identify and assess the risks of'' material misstatement of the Standalone ind AS financial
statements, whether tine 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. 1''lie risk of not detecting a material misstatemenL resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of infernal control.

* Obtain an understanding of inrerna! control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, finder section 143(3}(iAj?fnthe

Ay

*f . ov \1\

Com panics Act. 20.13, wc are not responsible tor expressing our opinion on whether the
company has adequate internal financial eonirols system in pi nee and ihe operating
effectiveness ofsuch controls

* F.valuate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

* Cone!ude on the appropriateness of management''s use of the going eoncern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
rehiled to events or conditions that may cast significant doubt on the Company''s ability lo
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 diselosurcs in the Standalone Ind AS
financial statements or, if such disclosures arc inadequate, to modify our opinion. Our
conclusions arc 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 lo Continue as a going
concern.

* Evaluate the overall presentation, structure and content of the Standalone Ind AS financial
statements, including the disclosures, and whether the Standalone Ind AS 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 Liming of the audit and signifleam audit findings, including any significant
deficiencies in internal control that we identify during bur audit,

We also provide those charged with governance with a statement that wc have complied with
relevant eLhical 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 Ihe
Standalone ind AS financial statements of the current period and arc therefore the key audit
malLers. Wc describe these matters in our auditors 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 commim scaled in our report because Ihe ad verse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.

Report im Ollier Legal and Regulatory Requirements:

1, Companies (Auditor’s Report) Order 2020. issued by Central Government of India in terms
of sub section (II) of the Section 143 of the Companies Act, 2013 we give in Annexure a
statement on tiic matters specified in paragraph 3 & 4 of the Order to tljfe ex Lent possible,
(A line* lire 1)

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

We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary lor Ihe purposes of our audit.

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

b. In our opinion, proper books of account as required by law have been kepi, by the
Company so far as it appears f rom our examination of those books.

e. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), the Cash Flow Statement and Statement of changes in equity dealt with by
this Report are in agreement with the books of accounts.

d. in our opinion, the a lore-said standalone Ind AS financial statements comply with the
Accounting Standards specified under Section 133 of the Act. rend with Rule 7 of the
Companies (Accounts} Rules, 2014.

e. On the basis of the wriiLen representations received from the directors as on 3 I"'' March
2024 taken on record by the Board of Directors, none of the directors is disquall lied as
on 31^s'' March 2024 from being appointed as a director in terms of Section 164 (2) of
the Aet.

f. With respect to the adequacy of the internal (inaneiai controls over financial reporting
of Lhe Company and ihe operating effectiveness of such controls, refer to our separate
Report in Annexnre 2.

g. in our opinion & to the hest of our information & according to the explanations given to
us, the remuneralion paid by the company to its directors during Ihe year is in uccMdisas^

j/9%—

with the provisions of Section 197 read with Schedule V of the Act. /yf ¦ b

/j. i n *

h, Willi it.¹ sped to the qther matters lo he included in the Audi tor’ a Report in accordance
With Rule I ! of the Companies (And it and Auditors) Rules, 2014, in our opinion and to
Ihe host of our information and according to the explanations given to us:

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

ii. The Company did nol have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.

hi. There were no amounts which were required to he trans (erred lo the Investor
Education and Protection Fund by the Company.

iv. Tine management of the Company has represented that, to the best of its knowledge
and belief other than as disclosed in the notes to the accounts, 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 (he company to or in any other person! s) or entity(ics). including foreign
entities (Intermediaries), with the understanding, Whether recorded in writing or
otherwise, I hat ihe Intermediary shall, whether, direclly or indirectly lend or invest in
other person or entities identified in any manner whatsoever by or on behalf of the
company (L Itimate Beneficiaries) or provide any guarantee, security or ihe like on
behalf of the Ultimate Renelieiaries.

v. The management of the Company has represented, that, to the best of it''s knowledge
and belief other than as disclosed in the notes to the accounts, no funds (which are
material cither individually or irs the aggregate! have been received by the company
from any person(s) or enlity(ies), including foreign entities (Funding Parties), with
the understanding, whether recorded in writing or otherwise, that the company shall,
whether, directly or indirectly lend or invest in other person 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 Ihe 11 Iti mate Bcnefuyiarics.

Ax

vi. Rased on the appropriate audit procedures that has been considered reasonable and
appropriate in the c ire unis lances, nothing Inis come to our notice that has caused us
to believe that the representations under j$ubc1ause fi} &. (ii > off Rule I U el as provided
in point no. iv & v above contains any material misstatement.

vii. The company Itas not declared or paid any dividend during the year in contra vend on
of’the provision of Section 1 23 of’the Companies Act 2013.

viit. Based on our examination which included lest checks, ihe company has used an
accounting sail ware for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and tire same lias opts rated throu ghoul the year for
all relevant transactions recorded in ihe software. Ft id her. during the course of’ our
audit wc did nor come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1} of the Companies (AccounLsj Rules. 2014 is applicable from
April 1, 2023, reporting under Rule !l(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 3 L 2024.

for MAPS & Company
(_’ h a rte re il A cc o u n ta nts
Registration No. 1 1SP13\V''_/^TC0^k

tow**¹'' fPj

CA Aishwarya Dcshpandc
Partner

Membership No, 1 (8951)

UDJN: - 2411S950BKCTJ§)8792

Place: - Pune
Dare: - 22^ May 21)24

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Mar 31, 2014

We have audited the accompanying financial statements of Whitehall Commercial Company Ltd, which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) 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 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s 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.

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

Opinion

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

(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 profit/ loss 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

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

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper not visited by us]

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 [and with the returns received from branches not visited by us]

d. in our opinion, the Balance Sheet, Statement of Profit and L oss, and Cash Flow Statement comply with the Accounting Standards notified under 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.

e. On the basis of written representations received from the directors as on 31st March 2014, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

Referred to in Paragraph 1 under the heading of "Report on other legal & regulatory requirements" of our report of even date. Re: - WHITEHALL COMMERCIAL COMPANY LIMITED (F.Y. 2013-14)

1. Fixed assets -

- The Company has maintained proper record showing full particulars including quantitative details and situation of fixed assets.

- The management, at the end of the year, has physically verified the fixed assets and we have been informed that no material discrepancies were noticed on such verification as compared to book records.

- The Company has not disposed off substantial part of fixed assets during the year & hence the question of its effect on going concern basis does not arise.

2. Inventory -

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of frequency of verification does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of reasonableness and adequacy of procedures of physical verification of inventory followed by the management in relation to size of Company & nature of its business does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of proper maintenance of records of the inventory does not arise.

3. Loans -

A. Loans granted - Unsecured loans have been granted to Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Our comments on following matters are as follows (figures in the bracket are pertaining to previous year) -

- Number of parties & amount involved in the transactions - 1 & Rs. 6,56,150/-. (1 and Rs. 6,56,150/-)

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company - No.

- Whether receipt of principal & interest is regular - Principal outstanding - Nil, Interest outstanding - Rs. 6,56,150/-. (Nil & Rs. 6,56,150/-)

- In case overdue amount is more than Rs. 1 lakh, whether reasonable steps have been taken by the Company for recovery of principal & interest. - No documentation available for recovery of Interest.

B. Loans taken - Unsecured loans have been taken from Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Our comments on following matters are as follows (figures in the bracket are pertaining to previous year) -

- Number of parties & amount involved in the transactions - 1 & Rs. 5,49,192/- (Previous year 1 & Rs. 5,49,192/-)

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company - No.

- Whether payment of principal & interest is regular -

Principal outstanding - Rs. 5,00,000/- & Interest outstanding Rs. 49,192/- (net) (Previous year Rs. 5,00,000/- & Rs. 49,192/-)

4. Internal control system - In our opinion & according to the information & explanations given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business with regard to purchase of inventory, & fixed assets & for sale of goods & services. In our opinion & according to the information & explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5. Contracts with interested parties -

- There were contracts or arrangements that need to be entered into a register in pursuance of Section 301 of the Companies Act.

- In our opinion, the prices at which such contracts or arrangements have been entered are reasonable having regard to prevailing market prices at the relevant time.

6. Deposits - The Company has not accepted any deposits from the public. Hence our comments on compliance of the directives of Reserve Bank of India, provisions of Sec.58A & 58AA or any other relevant provisions of the Act & the rules framed there under are not required. The nature of contravention is not applicable. No order has been passed by Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal requiring any compliance.

7. Internal audit system - The Company is required to have internal audit system commensurate with its size & nature of its business since the Company is listed on Stock Exchange. The internal audit function is carried by the Company without appointing an external agency but is commensurate with the size of the company & nature of its business.

8. Cost records - The Company is not required to maintain cost records pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by Central Government u/s 209(1) (d) of Companies Act 1956

9. Statutory dues -

- According to the information & explanations given to us, Company is regular in depositing 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, Cess and any other statutory dues with appropriate authority. No such undisputed dues were outstanding as at the last day of financial year for a period of more than six months from due date.

- No such dues were outstanding on account of any dispute pending with any forum.

10. Net worth & losses - The Company was registered on 19th March, 1985. Hence the Company is registered for a period more than five years. Its accumulated losses at the end of financial year are Nil, i.e. not more than 50% of its net worth & has incurred cash loss ofRs. 5,07,228/- during the financial year & cash loss ofRs. 7,34,223/- in the immediately preceding financial year.

11. Defaults in repayment - The Company has not defaulted in repayment of dues to a Bank or financial institution or debenture holders. Hence it is not necessary to report the period & amount of such default.

12. Loans against pledge of securities - The Company has not granted loans or advances against the security of pledge of shares, debentures or other securities. Hence our comments on the adequacy of documents & records, or the deficiencies therein are not required.

13. Nidhi/Chit fund - The Company is not a chit fund or nidhi/mutual benefit fund/society. Hence our comments on compliance of any special statute, ratio greater than 1:20 of net own funds to deposit liability, compliance of prudential norms on income recognition & provisioning, adequacy of procedures for appraisal of credit proposal & repayment schedule based on repayment capacity of the borrower are not required.

14. Share/Security trading - The Company is not dealing or trading in shares, securities, debentures and other investments. Hence our comments on maintenance of proper records of the transactions and contracts, and whether timely entries have been made therein; also whether the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act are not required.

15. Third party guarantee - The Company has not given any guarantee for loans taken by others from bank or financial institutions. Hence our comments are not required on whether the terms and conditions are prejudicial to the interest of the Company.

16. Utilization of Term loans - The company has not obtained any term loans and hence the question of our comment on its application does not arise.

17. Utilization of short-term funds - Short terms funds raised by the company have not been utilised for long term purposes and vice versa.

18. Preferential allotment of shares - The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act. Hence our comments on whether the price at which shares have been issued is prejudicial to the interest of the company or not are not attracted.

19. Debentures - The Company has not issued any debentures. Hence our comments on whether security or charge has been created in respect of debentures issued are not attracted.

20. Utilization of funds raised by public issue - The Company has not raised funds by way of public issue. Hence our comments on disclosure by the management on the end use of money raised by public issues its verification are not attracted.

21. Fraud - No fraud on or by the company has been noticed or reported during the year. Hence our comments on the nature of fraud and the amount involved are not required.

22. Reasons for qualification - The reasons for any of our unfavourable or qualified report/remark are mentioned in the relevant point itself.

For HMA & Associates Charted Accountants

Anand D Joshi Partner M No 113805 FRN- 100537W Place Pune Date 274th May 2014

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Mar 31, 2012

We have audited the attached Balance sheet of the Company as at 31st March. 2012 and also the Statement of Profit & Loss for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

We conducted our Audit in accordance with Auditing Standards generally accepted in India. These Standards require that we plan & perform the Audit to obtain reasonable assurance about whether the Financial Statements are free of material mis-statements. An Audit includes examining on a test basis, evidence supporting the amounts & disclosures in the Financial Statements. An Audit also includes assessing the Accounting principles used & significant estimates made by the management, as well as evaluating the overall Financial Statements presentation. We believe that our Audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Govt, of India, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred above, we report that-

1. We have obtained all the information & explanations, which to the best of our knowledge & belief were necessary for the purpose of our Audit.

2. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

3. The Balance Sheet and the Statement of Profit & Loss dealt with by this Report are in agreement with books of Accounts.

4. In our opinion, the Balance Sheet and the Statement of Profit & Loss dealt with by this Report comply with the Accounting Standards referred to in Sec.211 (3C) of the Companies Act 1956.

5. On the basis of written representation 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 31s' March, 2012 from being appointed as a Director in terms of sec.274 (l)(g) of the Companies Act 1956.

6. In our opinion and to the best of our information & according to the explanations given to us, the said accounts give the information required by the Companies Act 1956, in the manner so required and give true & fair view in conformity with the accounting principles generally accepted in India-

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

b) In case of Statement of Profit & Loss, of the loss for the year ended on that date.

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

ANNEXURE TO AUDITORS' REPORT

As per Companies (Auditor's Report)(Amendment) Order, 2004 dt.25th Nov.04.

Re: - WHITEHALL COMMERCIAL COMPANY LTD. (Referred to in Paragraph 3 of Audit Report)

1) Fixed assets -

- The Company has maintained proper record showing full particulars including quantitative details and situation of fixed assets.

- The management, at the end of the year, has physically verified the fixed assets and we have been informed that no material discrepancies were noticed on such verification as compared to book records.

- The Company has not disposed off substantial part of fixed assets during the year & hence the question of its effect on going concern basis does not arise.

2) Inventory -

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of frequency of verification does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of reasonableness and adequacy of procedures of physical verification of inventory followed by the management in relation to size of Company & nature of its business does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of proper maintenance of records of the inventory does not arise.

3) Loans -

A. Loans granted - Unsecured loans have been granted to Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Our comments on following matters are as follows (figures in the bracket are pertaining to previous year) -

- Number of parties & amount involved in the transactions - 1 & Rs. 6,56,150/-. (1 and Rs. 6,56,150/-)

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company - No.

- Whether receipt of principal & interest is regular -

Principal outstanding - Nil, Interest outstanding - Rs. 6,56,150/-. ( Nil & Rs. 6,56,150/-)

- In case overdue amount is more than Rs. 1 lakh, whether reasonable steps have been taken by the Company for recovery of principal & interest. - No documentation available for recovery of Interest.

B. Loans taken - Unsecured loans have been taken from Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Our comments on following matters are as follows (figures in the bracket are pertaining to previous year) -

- Number of parties & amount involved in the transactions - 1 & Rs. 5,17,692/- (Previous year NIL)

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company - No.

- Whether payment of principal & interest is regular - Principal outstanding - Rs. 5,00,000/- & Interest outstanding Rs. 17,692/- (net)

4) Internal control system - In our opinion & according to the information & explanations given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business with regard to purchase of inventory, & fixed assets & for sale of goods & services. In our opinion & according to the information & explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5) Contracts with interested parties -

- There were contracts or arrangements that need to be entered into a register in pursuance of Section 301 of the Companies Act.

- In our opinion, the prices at which such contracts or arrangements have been entered are reasonable having regard to prevailing market prices at the relevant time.

6) Deposits - The Company has not accepted any deposits from the public. Hence our comments on compliance of the directives of Reserve Bank of India, provisions of Sec.58A & 58AA or any other relevant provisions of the Act & the rules framed there under are not required. The nature of contravention is not applicable. No order has been passed by Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal requiring any compliance.

7) Internal audit system - The Company is not required to have internal audit system since the Company is neither listed, nor had paid up capital & reserves exceeding Rs. 50 Lakhs at the commencement of financial year concerned, nor had average annual turnover exceeding Rs. 5 Crores for a period of three consecutive financial years immediately preceding the financial year concerned.

8) Cost records - The Company is not required to maintain cost records as prescribed by Central Government u/s 209(1 )(d) of Companies Act 1956.

9) Statutory dues -

- According to the information & explanations given to us, Company is regular in depositing 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, Cess and any other statutory dues with appropriate authority. No such undisputed dues were outstanding as at the last day of financial year for a period of more than six months from due date.

- No such dues were outstanding on account of any dispute pending with any forum.

10) Net worth & losses - The Company was registered on 19th March, 1985. Hence the Company is registered for a period more than five years. Its accumulated losses at the end of financial year are Nil, i.e. not more than 50% of its net worth & has incurred cash loss ofRs. 791309/- during the financial year & cash loss ofRs. 639367/- in the immediately preceding financial year.

11) Defaults in repayment - The Company has not defaulted in repayment of dues to a Bank or financial institution or debenture holders. Hence it is not necessary to report the period & amount of such default.

12) Loans against pledge of securities - The Company has not granted loans or advances against the security of pledge of shares, debentures or other securities. Hence our comments on the adequacy of documents & records, or the deficiencies therein are not required.

13)Nidhi/Chit fund - The Company is not a chit fund or nidhi/mutual benefit fund/society. Hence our comments on compliance of any special statute, ratio greater than 1:20 of net own funds to deposit liability, compliance of prudential norms on income recognition & provisioning, adequacy of procedures for appraisal of credit proposal & repayment schedule based on repayment capacity of the borrower are not required.

14) Share/Security trading - The Company is not dealing or trading in shares, securities, debentures and other investments. Hence our comments on maintenance of proper records of the transactions and contracts, and whether timely entries have been made therein; also whether the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act are not required.

15) Third party guarantee - The Company has not given any guarantee for loans taken by others from bank or financial institutions. Hence our comments are not required on whether the terms'and conditions are prejudicial to the interest of the Company.

16) Utilization of Term loans - The company has not obtained any term loans and hence the question of our comment on its application does not arise.

17) Utilization of short-term funds - Short terms funds raised by the company have not been utilised for long term purposes and vice versa.

18) Preferential allotment of shares - The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act. Hence our comments on whether the price at which shares have been issued is prejudicial to the interest of the company or not are not attracted.

19) Debentures - The Company has not issued any debentures. Hence our comments on whether security or charge has been created in respect of debentures issued are not attracted.

20) Utilization of funds raised by public issue - The Company has not raised funds by way of public issue. Hence our comments on disclosure by the management on the end use of money raised by public issues its verification are not attracted.

21) Fraud - No fraud on or by the company has been noticed or reported during the year. Hence our comments on the nature of fraud and the amount involved are not required.

22) Reasons for qualification - The reasons for any of our unfavourable or qualified report/remark are mentioned in the relevant point itself.

Chartered Accountants

Anand Joshi

Place: - Pune Partner

Date: -28th May 2012 Membership No. 113805

FRN - 100537W

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Mar 31, 2010

We have audited the attached Balance sheet of the Company as at 31st March, 2010 and also the Profit & Loss Account for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

We conducted our Audit in accordance with Auditing Standards generally accepted in India. These Standards require that we plan & perform the Audit to obtain reasonable assurance about whether the Financial Statements are free of material mis-statements. An Audit includes examining on a test basis, evidence supporting the amounts & disclosures in the Financial Statements. An Audit also includes assessing the Accounting principles used & significant estimates made by the management, as well as evaluating the overall Financial Statements presentation. We believe that our Audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Govt, of India, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred above, we report that-

1. We have obtained all the information & explanations, which to the best of our knowledge & belief were necessary for the purpose of our Audit.

2. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books.

3. The Balance Sheet and Profit & Loss Account dealt with by this Report are in agreement with books of Accounts.

4. In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this Report comply with the Accounting Standards referred to in Sec.211 (3C) of the Companies Act 1956.

5. On the basis of written representation received from the Directors, as on 31st 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 a Director in terms of sec.274 (l)(g) of the Companies Act 1956.

6. In our opinion and to the best of our information & according to the explanations given to us, the said accounts give the information required by the Companies Act 1956, in the manner so required and give true & fair view in conformity with the accounting principles generally accepted in India-

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

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

ANNEXURE TO AUDITORS REPORT As per Companies (Auditors Reporf)(Amendment) Order, 2004 dt.25th Nov.04.

Re: - WHITEHALL COMMERCIAL COMPANY LTD.

(Referred to in Paragraph 1 of Audit Report)

1) Fixed assets -

- The Company has maintained proper record showing full particulars including quantitative details and situation of fixed assets.

- The management, at the end of the year, has physically verified the fixed assets and we have been informed that no material discrepancies were noticed on such verification as compared to book records.

- The Company has not disposed off substantial part of fixed assets during the year & hence the question of its effect on going concern basis does not arise.

2) Inventory -

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of frequency of verification does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of reasonableness and adequacy of procedures of physical verification of inventory followed by the management in relation to size of Company & nature of its business does not arise.

- The company does not have any stock of raw materials, work in progress, finished goods, stores & spares and hence the question of proper maintenance of records of the inventory does not arise.

3) Loans -

A. Loans granted - No loans - secured or unsecured - have been granted to Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Hence our comments on following matters are not attracted -

- Number of parties & amount involved in the transactions

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company

- Whether receipt of principal & interest is regular

- In case overdue amount is more than Rs. 1 lakh, whether reasonable steps have been taken by the Company for recovery of principal & interest.

B. Loans taken - No loans - secured or unsecured - have been taken from Companies, firms or other parties listed in the register maintained u/s 301 of Companies Act 1956. Hence our comments on following matters are not attracted -

- Number of parties & amount involved in the transactions.

- Whether the rate of interest & other terms & conditions are prima facie prejudicial to the interest of the Company.

- Whether payment of principal & interest is regular.

4) Internal control system - In our opinion & according to the information & explanations given to us, there is an adequate internal control system commensurate with the size of the Company & nature of its business with regard to purchase of inventory, & fixed assets & for sale of goods & services. In our opinion & according to the information & explanations given to us, there is no continuing failure to correct major weaknesses in the internal control system.

5) Contracts with interested parties -

- There were no contracts or arrangements that need to be entered into a register in pursuance of Section 301 of the Companies Act.

- Our comments on reasonableness of prices of such contracts or arrangements having regard to prevailing market prices at the relevant time are not required.

6) Deposits - The Company has not accepted any deposits from the public. Hence our comments on compliance of the directives of Reserve Bank of India, provisions of Sec.58A & 58AA or any other relevant provisions of the Act & the rules framed there under are not required. The nature of contravention is not applicable. No order has been passed by Company Law Board, or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal requiring any compliance.

7) Internal audit system - The Company is required to have internal audit system commensurate with its size & nature of its business since the Company has paid up capital & reserves exceeding Rs. 50 lakhs at the commencement of financial year concerned. Such system is being set internally at present.

8) Cost records - The Company is not required to maintain cost records as prescribed by Central Government u/s 209(1 )(d) of Companies Act 1956.

9) Statutory dues -

- According to the information & explanations given to us, Company is regular in depositing 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, Cess and any other statutory dues with appropriate authority. No such undisputed dues were outstanding as at the last day of financial year for a period of more than six months from due date.

- No such dues were outstanding on account of any dispute pending with any forum.

10) Net worth & losses - The Company was registered on 19th March, 1985. Hence the Company is registered for a period more than five years. Its accumulated losses at the end of financial year are Nil, i.e. not more than 50% of its net worth & has incurred cash loss of Rs.785500/- during the financial year & cash loss of Rs.496305/- in the immediately preceding financial year.

11) Defaults in repayment - The Company has not defaulted in repayment of dues to a Bank or financial institution or debenture holders. Hence it is not necessary to report the period & amount of such default.

12) Loans against pledge of securities - The Company has not granted loans or advances against the security of pledge of shares, debentures or other securities. Hence our comments on the adequacy of documents & records, or the deficiencies therein are not required.

13)Nidhi/Chit fund - The Company is not a chit fund or nidhi/mutual benefit fund/society. Hence our comments on compliance of any special statute, ratio greater than 1:20 of net own funds to deposit liability, compliance of prudential norms on income recognition & provisioning, adequacy of procedures for appraisal of credit proposal & repayment schedule based on repayment capacity of the borrower are not required.

14) Share/Security trading - The Company is not dealing or trading in shares, securities, debentures and other investments. Hence our comments on maintenance of proper records of the transactions and contracts, and whether timely entries have been made therein; also whether the shares, securities, debentures and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act are not required.

15) Third party guarantee - The Company has not given any guarantee for loans taken by others from bank or financial institutions. Hence our comments are not required on whether the terms and conditions are prejudicial to the interest of the Company.

16) Utilization of Term loans - The company has not obtained any term loans and hence the question of our comment on its application does not arise.

17) Utilization of short-term funds - Short terms funds raised by the company have not been utilised for long term purposes and vice versa.

18) Preferential allotment of shares - The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act. Hence our comments on whether the price at which shares have been issued is prejudicial to the interest of the company or not are not attracted.

19) Debentures - The Company has not issued any debentures. Hence our comments on whether security or charge has been created in respect of debentures issued are not attracted.

20) Utilization of funds raised by public issue - The Company has not raised funds by way of public issue. Hence our comments on disclosure by the management on the end use of money raised by public issues its verification are not attracted.

21) Fraud - No fraud on or by the company has been noticed or reported during the year. Hence our comments on the nature of fraud and the amount involved are not required.

22) Reasons for qualification - The reasons for any of our unfavourable or qualified report/remark are mentioned in the relevant point itself.

For Godse Joshi & Associates Chartered Accountants

Anana Joshi

Partner

Membership No. 113805

FRN - 123472W

Place: - Pune

Date: - 28th May 2010