PH Trading Ltd Directors Report.

TO THE MEMBERS OF PH TRADING LIMITED:

Report on the Financial Statements

We have audited the accompanying financial statements of PH TRADING LIMITED ("the Company"), which comprise the Balance Sheet as at 31st march 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the branch auditor of the Companys branch at Mumbai. Managements responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors 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 financial control relevant to the Companys preparation of the financial statements that give a true and fair view 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 Companys Directors, as well as evaluating the overall presentation of the financial statements.

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

opinion

in our opinion and to the best of our information and according to the explanations given to us, the 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, of the state of affairs of the Company as at 31st March, 2016, and its loss and its cash flows for the year ended on that date.

Other Matter

We did not audit the financial statements of a branch included in the financial statements of the Company whose financial statements reflect total assets of Rs. 10,54,88,108/- as at 31st March, 2016 and total revenues of Rs. 7,10,22,856/- for the year ended on that date,as considered in the financial statements. The financial statements of the branch have been audited by the branch auditor whose reports have been furnished by the branch auditor whose report have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the branch, is based solely on the report of such branch auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Cenrtral Government of India in terms of sub-section (11) of section 1.43 of the Companies Act, 2013, we give in the Annexure a statement bn 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 and proper returns adequate for the purposes of our audit have been received from the branch not visited by us.

(c) The reports on the accounts of the branch office of the Company audited under Section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt with by us in preparing this report.

(d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.

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

(f) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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".

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information, and according to the explanations given to us: -

(i) The Company does not have any pending litigations as at 31.03.2016 which would impact its financial position save and except as provided in Point No. 1(a) of Note No.27

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

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund bv the Company.

FOR SALARPURIA & PARTNERS
Chartered Accountants
SARVESH KUMAR SINGH
7, Chittaranjan Avenue MEMBERSHIP NO.: 069367
Kolkata-700 072 Partner
The 30th day of May, 2016 Firm ICAI Reg. No. 302113E

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date.)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

(b) As explained to us, fixed assets,according to the practice of the Company, are physically verified by the management at reasonable intervals,in a phased verification programme, which, in our opinion, is reasonable,looking to the size of the Company and the nature of its business.According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us by the management,the title deeds of the immovable properties are held in the name of the company.

2) As explained to us, inventories have been physically verified during the year at reasonable interval by the management, which in our opinion is reasonable and discrepancies which were noticed have beed properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to Companies, Firms,Limited Liability Partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013. Hence, comments on Clause No.3 (a) 3 (b) and 3 (c) of thesaid order do not arise.

4) According to the information and explanations given to us, the Company has not given any loans,investments, guarantees, and security and has not invested in any other body corporate, hence the comment on the said clause of the order is not applicable.

5) According to the information and explanations given to us, there is no such deposits, taken by the Company, for which directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under,are required.

6) The company is not required to maintain cost records that have been specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013. Hence comment on clause vi of the said order is not applicable.

7) (a)According to the records of the Company and as per the information and explanations given to us, the Company is generally regular in depositing undisputed Statutory Dues like EmployeesState Insurance,Income Tax, Sales Tax/ VAT,Service Tax, Wealth Tax,Duty of Customs, cess and any other statutory dues with the appropriate authorities. No undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.16 for a period of more that six months.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Custom Duty and Cess which have not been deposited on account of any dispute save and except.

Name of the Statute Nature of the Dues Amount Rs. Forum where dispute pending
The Bengal Tax on Entry of Goods into the Local Areas Act,2012 Entry Tax 19,07,710 The Honable High Court of Calcutta .

8) The Company has not defaulted in repayment of loans or borrowing to a financial Institution, banks,Government or dues to debenture holders.

9) To the best of our knowledge and belief and according to the information and explanations given to us, no Terms Loan facility has been obtained by the Company during the year; hence the question of application of fund does not arise.

10) During the course of our examination of the books and records of the carried out in accordance with the generally accepted audit practices in India, and according to the information and explanation given to us, we have neither come across instance of fraud on the company by its officers or employees, nor have we been informed of such case by the management.

11) To the best of our knowledge and belief, managerial remuneration has been paid and provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule v to the Companies Act, 2013.

12) According to the information and explanation given to us, clause (12) in respect of Nidhi Company is not applicable to the company. Hence the comment on the said clause does not arise.

13) All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act 2013, and

have been disclosed in Notes to Accounts as applicable by the accounting standard. ‘

14) ) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year, hence comment on the said clause of the order is not applicable.

15) To the best of our knowledge and belief and as per the information and explanations given to us, the Company has not entered into any non-cash transaction with directors or persons connected with him.

16) The Company is not requiredto be registeredunder section 45-IA of the Reserve Bank of India Act, 1934

For Salarpuria & Partners
Chartered Accountants
Firm ICAI Reg. No. 302113E
Place: Kolkata
Date : 30th may, 2016

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT :

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

(Referred to paragraph 2(g) of Report on Other Legal and Regulatory Requirements of our Report of even date)

We have audited Internal financial controls over financial reporting of PH TRADING LIMITED ("the Company") as of 31st march, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria establised by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company policies, the safeguarding of its assets,the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information,as required under (he Companies Act, 2013.

Auditors Responsibility -

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our,audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and:the Standards on Auditing.issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,2013,to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and,both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting, financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with genarally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditionss, or that the degree of compliance with the policies or procedures rna deteriorate.

opinion

In our opinion the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Salarpuria & Partners
Chartered Accountants
Firm ICAI Reg. No. 302113E
Place: Kolkata
Date : 30th May, 2016