1.  We have audited the attached Balance Sheet of Shree Ganesh
 Jewellery House limited (formerly known as Shree Ganesh Jewellery House
 Private Limited and hereinafter referred as the company) as at 31st
 March 2012, the statement of Profit and Loss and Cash Flow Statement 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 an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India.  Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (CARO)
 issued by the Central Government in terms of sub-section (4A) 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 purposes of our
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, the statement of Profit and Loss and cash flow
 statement dealt with
 
 by this report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet, statement of Profit and Loss and
 Cash flow statement dealt with by this report are in compliance 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 a director in terms of Section 274(1)(g)
 of section 274 of the Companies Act, 1956 and
 
 f) In our opinion and to the best of our information and 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
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i. in the case of the Balance Sheet, of the state of affairs of the
 company as at 31st March, 2012; and
 
 ii. in the case of the statement of Profit and Loss, of the Profit for
 the year ended on that date; and
 
 iii. in the case of Cash Flow Statement, of the cash flows of the
 company for the year ended on that date.
 
 
 Annexure to auditors'' Report
 
 (Referred to in Paragraph 3 of our report)
 
 i.  In respect of Fixed assets:
 
 a.  The Company has maintained proper records showing full particulars,
 including quantitative details and situation of its fixed assets.
 
 b.  The Company has a regular program of physical verification of fixed
 assets by which all assets are verified annually. In our opinion, the
 period of verification is reasonable having regard to the size of the
 company and the nature of its fixed assets.  No significant
 discrepancies were noticed on such verification.
 
 c.  No substantial part of the fixed assets of the company was disposed
 off during the year.
 
 ii.  In respect of inventories:
 
 a.  The inventories, except for stocks lying with third parties, have
 been physically verified by the management as at year end. In our
 opinion, the frequency of such verification is reasonable. For stock
 lying with third parties, confirmations have been obtained at year end.
 
 b.  In our opinion, and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c.  In our opinion, and according to the information and explanations
 given to us, the Company is maintaining proper records of its
 inventories and no material discrepancies noticed on such physical
 verification.
 
 iii.
 
 a.  The Company has granted loans to its subsidiary companies covered
 in register maintained under Section 301 of the companies Act, 1956.
 The maximum amount involved during the year and the year-end balance
 was Rs 7,999.44 Lacs and Rs 7,525.36 Lacs respectively.
 
 b.  In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loans have been granted to its subsidiary companies and listed in
 the register maintained under section 301 of the Companies Act, 1956
 are not prima facie prejudicial to the interest of the Company.
 
 c.  According to the information and explanation given to us, loans
 granted and interest thereon recoverable on demand.  There are no
 stipulations made for the recovery of the loan. Hence we cannot comment
 on the regularity of receipt of principal amounts and interest thereon.
 
 d.  There is no overdue amount outstanding at the end of the year in
 respect of the above said advance
 
 e.  The company has not taken any loan secured or unsecured, to or from
 companies, firms or other parties in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 iv. In our opinion and according to the information and explanations
 given to us, and having regard to the explanation that purchase of
 certain items of inventories are for the Companies specialised
 requirements and suitable sources are not available to obtain
 comparative quotations , there is an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods and services. We have not observed any
 major weakness in internal control system during the course of the
 audit
 
 v. In our opinion and according to the information and explanations
 given to us, there were no contracts or arrangements made with the
 parties which required to be covered in the registers maintained under
 section 301 of the companies Act, 1956.
 
 vi. In our opinion and according to information and explanations given
 to us, the Company has not accepted any deposits from the public within
 the meaning of section 58A, 58AA or any other relevant provision of the
 Act and rules framed there under.
 
 vii. In our opinion and according to information and explanations given
 to us, the company has adequate overall internal control system
 commensurate with its size and nature of its business.
 
 viii. The Central Government has not prescribed the maintenance of cost
 records under Section 209(1) (d) of the Companies Act, 1956 for any of
 the products manufactured/services rendered by the company. Therefore
 this clause is not applicable.
 
 ix.  In respect of Statutory dues:
 
 a. According to the information and explanations given to us and on the
 basis of our examination of records of the company, in our opinion, the
 amounts deducted/accrued in the books of accounts in respect of
 undisputed statutory dues including Provident fund, Employee State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Customs duty, Cess and
 other material statutory dues have generally been deposited regularly
 during the year by the Company with the appropriate authorities. As
 explained to us, the company did not have any dues on account of Excise
 duty, Service tax and Investor Education and Protection fund.
 
 b.  According to information and explanations given to us, no
 undisputed amounts payable in respect of Employees Provident Fund,
 Employees'' State Insurance, Income tax, Sales tax, Wealth Tax, Custom
 duty, Cess and other Material statutory dues were in arrears as at 31st
 March 2012 for a period more than 6 months from the date they become
 payable,
 
 c.  According to the information and explanations given to us, there
 were no dues of Wealth tax, Custom duty, and Cess which have not been
 deposited with the appropriate authorities on account of any dispute.
 Based on the information and explanations available, the following
 Sales Tax dues have not been deposited with the appropriate authorities
 on account of Dispute:
 
 Sl. Name of the   Nature of dues   Amount     Period to 
                                               which the    Forum where
                                                            the 
 No. Statute                        (In Lacs)  amount 
                                               relates      dispute is 
                                                            pending
 
 1.  West Bengal 
     Sales         Claim of export  Rs 318.50   2006-07/ 
                                               2007-08      Revisional
                                                            Board/
     Tax Act/
     Central       rejected by 
                   Assessing        Lacs                    Joint 
                                                            Commissioner
 
     Sales Tax 
     Act           Authority
 
 x. The company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the current
 financial year and in the immediately preceding financial year.
 
 xi. In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 banker and debenture holders.
 
 xii. In our opinion the Company has not granted any loans and advances
 on the basis of security by way of pledge of shares, debentures and
 other securities.
 
 xiii. According to the information and explanations given to us, the
 Company is not a chit fund or a nidhi/ mutual benefit fund/society.
 
 xiv. In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 xv. In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has given
 guarantees for loans taken by others from banks or financial
 institutions are not prejudicial to the interest of the Company.
 
 xvi. In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purpose for which
 they were raised.
 
 xvii. According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we are of
 the opinion that funds raised on short term basis have not been used
 for long term investment.
 
 xviii. The Company has not made any preferential allotment of shares to
 Companies/firms/parties covered in the register maintained under
 Section 301of the Companies Act, 1956
 
 xix. According to the information and explanations given to us and on
 the basis of the records examined by us, the company has created
 necessary charges for the debentures issued.
 
 xx. The Company has not raised any money by public issues during the
 year.
 
 xxi. According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                           For Chaturvedi & Partners
 
                                               Chartered Accountants
 
                                      Firm Registration No.: 307068E
 
                                                       Pratik Niyogi
 Place: Kolkata                                              Partner
 
 Date: 24th May 2012                          Membership No.: 066514