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Auditor Report of Action Construction Equipment Ltd.

Mar 31, 2016

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Action Construction Equipment Limited (''the Company''), which comprise the balance sheet as at 31st March, 2016 the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, aforesaid standalone 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 31 st March, 2016 and its profit and its 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, 2015 ("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 the paragraph 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;

(c) 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 accounts;

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

(e) 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;

(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 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;

(a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Additional Notes to the financial statements 27(b), other notes S. no 5 Contingent Liability;

(b) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure to the Independent Auditors'' Report

The Annexure referred to in our Independent Auditors'' Report to the members of the Company on the standalone financial statements for the year ended 31 March, 2016, we report that:

(I), (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programmed of physical verification of its fixed assets by which fixed assets are verified on regular basis. In accordance with this programmed, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) Physical verification of inventory was conducted by the management at reasonable interval during the year.

In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and discrepancies noticed on physical verification by the Management have been properly adjusted in books of accounts.

(iii) (a) The Company has granted loan to subsidiary company FRESTED LIMITED CYPRUS Worth Rs 2785.78 Lacs

As per terms of supplementary loan agreement:

(a) The Company has waived off interest on its above mentioned loan.

(b) The repayment of loan has been rescheduled to be repaid by 31/03/2019.

(c) No amount is overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, the Company has not provided any loans, investments, guarantees and security with respect to provisions of Section 185 and 186 of the Act.

(v) The Company has not accepted any deposits from the public.

(vi) The Company has maintained books of accounts pursuant to the rules made by the central government for the maintenance of cost records under section 148 of the companies Act 2013 and in our the opinion the prescribed accounts and records have been properly maintained.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees'' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on account of disputes:

(viii) The Company has not defaulted in repayment of loans or borrowings from any financial institutions, banks, government or debenture holders during the year.

Name of statute

Name of the disputed dues

Amount (Rs. in Lacs)

Period to which the amount relates

Forum where dispute are pending

Income-Tax Act, 1961

Income Tax

448.88

2008-09 to 2010-11

CIT (Appeal) - Gurgaon

The Central Excise Act, 1944

Excise duty

3.76

2006-2007

CESTAT

The Central Excise Act, 1944

Excise duty

5.37

2009-2010

CESTAT

The Central Excise Act, 1944

Excise duty

607.44

2006-2007 to 2010-2011

CESTAT

The Central Excise Act, 1944

Excise duty

829.60

2008-2009 to 2013-14

CESTAT

The Central Excise Act 1944/Service tax under Finance Act, 1994

Excise duty

2.11

2012-13

Assistant

Commissioner

The Central Excise Act, 1944

Excise duty

2.38

2009-2010

Commissioner(Appeal)

The Central Excise Act, 1944

Excise duty

5.94

2013-14

Commissioner(Appeal)

The Service tax under Finance Act, 1994

Service tax

8.11

2010-11

Add. Commissioner

Custom Act, 1962

SAD Refund

3.81

2010-2011

CESTAT

Custom Act, 1962

SAD Refund

2.62

2010-2011

Assistant Commissioner

The West Bengal Act, 2003

Sale tax

13.00

2011-12

High Court

The West Bengal Act, 2003

Sale tax

1193.25

2006-07 to 2012-13

Add-Commissioner/ Review Board (West Bengal)

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which they were raised.

(x) According to the information and explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration and has got requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act only up to 30.09.2015 and after that the approvals have been applied for and are pending with the concerned authority.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly this point is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly this point is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India act 1934.

ANNEXURE-B

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

We have audited the internal financial controls over financial reporting of Action Construction Equipment Limited ("the Company") as of 31 March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls 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. 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''s 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 the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s 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 auditor''s 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 Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s 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 company’s 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 generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company''s 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 conditions, or that the degree of compliance with the policies or procedures may 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 Rajan Chhabra & Co.

Chartered Accountants

Firm Registration No. 009520N

CA Rajan Chhabra

Partner

Membership No. 088276

Place: Faridabad Date: 19th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Action Construction Equipment Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 there under.

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 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, aforesaid standalone 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, ofthe state of affairs of the Company as at 31 March 2015 and its profit and its 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, 2015 ("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 statement on the matters specified in the paragraph 3 and 4 ofthe 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;

(c) 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;

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

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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;

(g) The company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Additional Notes to the financial statements 27(b), other notes S. no 5 Contingent Liability;

(h) The company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified on regular basis. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) Physical verification of inventory was conducted by the management at reasonable interval during the year.

In our opinion and according to the information and explanations given to us, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory and discrepancies noticed on physical verification by the Management have been properly adjusted in books of accounts.

(iii) (a) The Company has granted loan to subsidiary company FRESTED LIMITED CYPRUS Worth Rs 2621.11 Lacs

(b) In this case of the loan granted to the body corporate listed in the register maintained under section 189 of the Act, the company has made a provision of Rs. 3 Crores being doubtful for recovery. The Board of Directors have also informed that the necessary steps are being taken for the recovery of the loan amount. There are no overdue amounts of more than rupees one lakh other than mentioned above. Interest amounting to Rs 171.64 lacs has not been provided on the mentioned loan and hence profit is understated by this amount. No principal amount has been received during theyear.

(iv) In our opinion and according to the information and explanations given to us, there is an adeq uate inter nal contr o I system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory & fixed assets and sale of goods & services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Company has maintained books of accounts pursuant to the rules made by the central government for the maintenance of cost records under section 148 of the Companies Act 2013 and in our the opinion the prescribed accounts and records have been properly maintained.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, amounts required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act have been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during theyear.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks orfinancial institutions.

(xi) According to the information and explanations given to us, term loans have been applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Rajan Chhabra & Co.

Chartered Accountants Firm Registration No. 009520N

Rajan Chhabra Partner

Membership No. 088276

Place: Faridabad

Date : 30th May, 2015


Mar 31, 2013

Reportonthe Financial Statements

We have audited the accompanying financial statements of Action Construction Equipment Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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. 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 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 acceptedin India:

a) in the case of the Balance Sheet, of the state of affairs of theCompanyasatMarch31,2013;

b) inthe case of the Profit and Loss Account,ofthe profit/ loss for the year endedonthat date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year endedonthat date.

ReportonOther 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 ofthe 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 purposeof our audit;

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

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE

MEMBERS OF ACTION CONSTRUCTION EQUIPMENT LIMITED

FOR THE YEAR ENDED 31ST MARCH, 2013

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the courseofour audit,we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) No substantial parts of fixed assets have been disposed off during the year.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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 on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken/granted any loans, secured or unsecured from/to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) In our opinion and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) Where each of such transaction is in excess of Rs 5 lacs in respect of any party, the transaction have been made at a price which is prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However ,we have not, nor we are required ,carried out any detailed examination of such accounts and records.

9. (a) According to information and explanation given to us, in respect of statutory dues 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding undisputed statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues aggregating Rs3980.85 lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of Statute Name of the Amount disputed dues (Rs. in lacs)

Income-Tax Act 1961 Income Tax 2171.00

The Central Excise Act, 1944 Excise Duty 3.76

The Central Excise Act, 1944 Excise Duty 5.37

The Central Excise Act, 1944 Excise Duty 607.44

The Central Excise Act, 1944 Excise Duty 317.07

The Central Excise Act, 1944 Excise Duty 4.19

The Service Tax Under Finance Act 1994 Service Tax 1.85

The Service Tax Under Finance Act 1994 Service Tax 3.71

The Haryana Vat Act 2003 Local Area 17.29 Development Tax

The West Bengal Vat Act 2003 Local Sales Tax 13.00

The West Bengal Vat Act 2003 Local Sales Tax 832.36

Customs Act 1962 Custom Duty 3.81

Customs Act 1962 Custom Duty Amount not quantifiable

Name Period to which Forum where dispute are pending the amount relates

Income-Tax Act 1961 2007-08 to 2010-11 Referred back to Assesseing Officer by ITAT

Income-Tax Act 1961 2006-2007 CESTAT

Income-Tax Act 1961 2009-2010 CESTAT

Income-Tax Act 1961 2006-2007, 2007-2008, CESTAT

Income-Tax Act 1961 2008-2009, 2009-2010,

Income-Tax Act 1961 2010-2011

Income-Tax Act 1961 2006-2007 to 2009-2010 Add. Commissioner

Income-Tax Act 1961 2011 -2012 Commissioner (Appeals)

Income-Tax Act 1961 2010-2011 CESTAT

Income-Tax Act 1961 2009-2010 CESTAT

Income-Tax Act 1961 2004-2005 & 2005-2006 Joint Commissioner

Income-Tax Act 1961 2011-2012 High Court

Income-Tax Act 1961 2006-2007 to 2011 -2012 Commercial Tax (Review Board)

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended)is not applicabletothe Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken byothers froma bankorfinancial institution.

16. In our opinion and according to information given by the management, we report that the term loans were applied for the purpose for which the loanswere obtained.

17. In our opinion and according to information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. In our opinion and according to information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the year and there are no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. In our opinion and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed orreported during the year, nor have we been informed of such case by the management. For Rajan Chhabra & Co.

Chartered Accountants

Firm Registration No. 009520N

RAJAN CHHABRA

Partner

Membership No. 088276

Place : Faridabad

Date : 25th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of Action Construction Equipment Limited as at 31st March, 2012, the Profit and Loss Account 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 management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These 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.

As required by the statement on the Companies (Auditors Report) order, 2003 issued by the Central Government of India 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.

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 and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956;

e. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the significant accounting policies and notes thereon 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,

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

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

f. On the basis of written declaration 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 clause (g) of sub- section(l) of section 274 of the Companies Act, 1956;

As required by the Companies (Auditor's report) Order, 2004 issued by the Central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

1 In respect of fixed assets:

(A) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) During the year, in our opinion, a substantial part of the fixed assets has not been disposed off by the Company.

2 In respect of its inventories:

(A) As explained to us, the inventory has been physically verified by the management at regular intervals during the year.

(B) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to size of the company and nature of its business,

(C) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory and there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3 The Company has neither granted nor taken any loans secured or unsecured , to or from companies, firms or other parties covered in the register maintained under section 301 of the companies act,1956

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

5 On the basis of our examination of the books of accounts, the transaction in respect of any party during the financial year that needs to be entered in the register pursuant to the section 301 of the companies act, 1956 have so been entered

In Our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301, in respect of any party ,during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable to the Company.

7 In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9 In respect of statutory dues:

(A) According to the information and explanations given to us, the company was generally regular in depositing dues in respect of Employees Provident Fund, Employees State Insurance Fund, Income Tax, and other statutory dues with the appropriate authority during the year.

(B) Details of dues of Income Tax, Sales Tax, Value Added Tax, Service Tax, Custom Duty, Excise Duty and Cess, to the extent applicable and pending with various authorities, which have not been deposited as on 31st March, 2012 on account of disputes are given below:

Sr. Name of the Statute Amount Period to which No. (Rs. in lacs) the amount relates

1. Income Tax Act 2171.01 2006-2007 (Income Tax & Interest) 2007-2008

2008-2009

2009-2010

2. Sales TaxAct and Value 353.72 2004-2005 Added Tax (Sales Tax) 2005-2006

2011-2012

3. Custom Act 3.82 2008-2009

4. Central Excise Act, 1944 672.94 2006-2007

2007-2008

2008-2009

2009-2010

2010-2011

2011-2012

10 The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during current and the immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, Company has not defaulted in the repayment of dues to banks, financial institutions and Debentures holders during the year.

12 In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other security.

13. According to the information and explanations given to us, during the period covered by our audit report, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

14 In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO,2004 are not applicable to the company.

15 The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

16 The company has not given guarantees for loans taken by other from banks and financial institutions which are prima facie prejudicial to the interest of the company.

17 According to the information & explanation given to us the term loans have been applied for the purposes for which they were obtained.

18 According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued debentures.

19 During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have we been informed of such case by the management.

For Rajan Chhabra & Co.

Chartered Accountants

Firm Registration No. 009520N

RAJAN CHHABRA

Partner

Membership No. 088276

Place : Faridabad

Date : 04th August 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Action Construction Equipment Limited as at 31st March, 2011, the Profit and Loss Account 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 management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These 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.

As required by the statement on the Companies (Auditors Report) order, 2003 issued by the Central Government of India 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.

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 and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report 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 declaration received from the Directors, as on 31st March, 2011, and taken on record by the Board of Directors we report that none of the Directors is disqualified as on 31st March, 2011, from being appointed as a director in terms of clause (g) of sub-section(l) 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 financial statements read together with the significant accounting policies and notes thereon 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, 2011,

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

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

Annexure to the Auditors' Report

As required by the Companies (Auditor's report) Order, 2004 issued by the central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we report that:

(I) In respect of fixed assets:

(A) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(B) As explained to us, all the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion, is reasonable having regard to the size of the company and the nature of assets. No material discrepancies were noticed on such physical verification.

(C) There was sale of Plant & Machineries worth Rs.46.13 lac, Building worth Rs.111.48 lac & Vehicles Worth Rs.59.61 lac during the year. Though, it is not substantial compare with total value of the fixed assets

(II) In respect of its inventories:

(A) As explained to us, the inventory has been physically verified by the management at regular intervals during the year.

(B) In our opinion and according to the information and explanations given to us, the procedures followed by the management for physical verification of inventory are reasonable and adequate in relation to size of the company and nature of its business,

(C) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company has maintained proper records of inventory. And there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

(III) The Company has neither granted nor taken any loans secured or unsecured , to or from companies, firms or other parties covered 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, there are adequate internal control procedure commensurate with the size of the company and nature of its business with regard to purchase of inventory and fixed assets and with regard for the sale of goods and services. During the course of audit, no major weakness has been noticed in the internal control.

(V) On the basis of our examination of the books of accounts, the transaction in respect of any party during the financial year that needs to be entered in the register pursuant to the section 301 of the companies act, 1956 have so been entered.

In Our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301, in respect of any party ,during the year have been made at the prices which are reasonable having regard to prevailing market price at the relevant time

(VI) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public and therefore, the provisions of Section 58A and 58AA of the Companies Act, 1956 and Rules made there under are not applicable to the Company.

(VII) In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

(VIII) In respect of statutory dues:

(A) According to the information and explanations

given to us, the company was generally regular in depositing dues in respect of Employees Provident Fund, Employees State Insurance

Annexure to the Auditors' Report (Contd.)

Fund, Income Tax, and other statutory dues with the appropriate authority during the year.

(B) According to the records examined by us and the information and explanations given to us, there are no disputed amounts due in respect of income tax, wealth tax, sales tax, excise duty, Employees provident fund, Employee state insurance fund and other statutory dues at the end of the year.

(IX) The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during current and the immediately preceding financial year.

(X) Based on our audit procedures and on the basis of information and explanations given by the management, Company has not defaulted in the repayment of dues to banks, financial institutions and Debentures holders during the year.

(XI) In our opinion and according to information and explanation given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other security.

(XII) In our opinion the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society. Therefore, the provisions of clause 4(XIII) of the CARO,2004 are not applicable to the company.

(XIII) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable.

(XIV) The company has not given guarantees for loans taken by other from banks and financial institutions which are prima facie prejudicial to the interest of the company.

(XV) According to the information & explanation given to us the Term loan have been applied for the purpose for which obtained.

(XVI) The company has issued fifty lacs share warrants to Mrs. Mona Agarwal (Promoter Director) against which amount to the extent of Rupees Five crores eighteen lacs twelve thousand and five hundred only has been received as share application money.

(XVII) The Clause 13 of the order is not applicable, as the company has not issued any debentures during the year.

(XVIII) The Cost Records, as applicable , are being maintained by the company.

(XIX) According to the information and explanations given to us , no fraud on or by the company has been noticed or reported during the year.

For Rajan Chhabra & Co.

Firm Registration No. 009520N

Chartered Accountants

(Rajan Chhabra) Partner Membership No.088276

Place: Faridabad

Dated: 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Action Construction Equipment Limited as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement 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 an opinion on these Financial Statements based on our audit.

We have conducted our audit in accordance with Auditing Standards generally accepted in India. These 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.

As required by the statement on the Companies (Auditors Report) order, 2003 issued by the Central Government of India 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. 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 and Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report

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 declaration 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 clause (g) of sub-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 financial statements read together with the significant accounting policies and notes thereon 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, 2010,

ii. in the case of the Profit & Loss Account, of the profit for the year ended on that date and,

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

Annexure to the Auditors Report The Annexure referred to in the Auditors Report to the Members of Action Construction Equipment Limited for the year ended March 31, 2010.

We report that:

(I) (a) The company has generally maintained proper

records showing full particulars including quantitative details and situation of fixed assets.

(b) According to the information and explanations given to us, there is a regular programme of verification of fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The management during the year has physically verified fixed assets and no material discrepancies were noticed on such verification.

There was sale of Plant & Machineries worth Rs. 27.07 lac and Vehicles worth Rs. 24.70 lac during the year. Though, if we compare with total value of fixed assets, it is not substantial.

(II) According to the information and explanations given to us, the inventory of stores and spares were physically verified by the Management.

In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

According to the information and explanations given to us, no material discrepancies nave been noticed on physical verification of stock of stores and spares as compared to the books and records.

(III) The Company has neither granted nor taken any loans secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(IV) In our opinion ,and according to information and explanations given to us, there is adequate interna! control procedure commensurate with trie 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 has been noticed in the internal controls.

(V) On the basis of our examination of the books of accounts, the transactions in respect of any party during the financial year that needs to be entered in the register pursuant to the section 301 of the Companies Act, 1956 have so been entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301, in respect of any party, during the year have been made at the prices which are reasonable having regard to prevailing market prices at the relevant time

(V!) The company has not accepted any deposits from the public during the year and consequently, the directive issued by the Reserve Bank of India and the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

(VII) In our opinion, the companys internal audit system is commensurate with its size and nature of its activities. However, it requires further strengthening due to increase in the activities of the company in recent past.

(VIII) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including Provident fund, Income tax, Wealth Tax, Sales tax, Custom duty. Excise duty, Cess, Service tax and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Income tax, Wealth Tax, Sales tax, Custom duty, Excise duty, Cess, Service tax and any other statutory dues were outstanding at the year end for a period of more than six months from the date they become payable.

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

(X) Based on our audit procedure and on the information and

explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial Institution and Bank.

(XI) In our opinion, the company has not granted loans and advances on the basis of security by way of pledge of shares and other securities; hence this point of order is not applicable.

(XII) The provisions of any special statute applicable to a chit fund, nidhi, mutual benefit fund or a society are not applicable to this company.

(XIII) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debenture and other investments.

(XIV) The company has not issued corporate guarantee in favour of Banks and financial institutions.

(XV) According to the information & explanations given to us the, Term Loans have been applied for the purpose for which obtained.

(XVI) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(XVII) The company has not issued any debentures during the year, hence, this point is not applicable.

(XVIII) The Cost Records, as applicable, are maintained by the Company.

(XIX) Management has disclosed the end use of money raised by the public issue, (to the extent utilized) and the same has been verified by us (Note no B - 1 of Schedule 16 of Balance Sheet).

(XX) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Rajan Chhabra & Co. Chartered Accountants

(Rajan Chhabra)

Proprietor

Membership No.088276

Place: Faridabad FRN:- 009520N

Dated: 27,th May, 2010

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