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Auditor Report of Aftek Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Aftek Limited ("the Company), which comprise the Balance Sheet as at 31 March 2015, 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 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 Standards referred to in 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 there under.

We have 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 disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for qualified opinion

1. Note no.39 regarding, Management has not considered any provision in respect of outstanding Debtors for a period more than 12 months amounting to Rs,22,398.36 Lacs which in our opinion, as evidenced by the poor recovery made during the year, are doubtful of recovery. Consequently, profit before tax is overstated by Rs,22,398.36 Lacs. Further in our view there is significant uncertainty as to ultimate collection of Debtors due to non-receipt from overseas debtors. Therefore we are further unable to comment on recoverability of balance debtors amounting to Rs,4,995.58 Lacs;

2. Note no.40 regarding, company has given certain capital advances and made some investments totaling to Rs,6975.20 Lacs towards the building under construction at Hinjewadi, Pune, upto the year ended, 31-3-2010, thereafter there are no further developments/construction made. The said Plot of land is mortgaged to Bank of India -Jersey Channel Islands against the term loan. However since the Company has made default in repayment of Principal and Interest thereon, Bank has demanded repayment total loan and taken the possession of the land along with the construction in progress. The bank has called for bids at a base price of Rs,1800.00 Lacs. There is no provision made towards the eventual loss on such auction, which is presently not ascertainable till such disposal. The bank has now agreed for an one time settlement (OTS) of outstanding for Rs,2600 lacs;

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for qualified opinion paragraph, 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 accepted in India:- a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Emphasis of matter

1. Note no.34 b (ii) regarding Liability if any of the pending assessment under Income Tax, Sales tax (including interest, if any) which are presently not ascertainable.

2. Without qualifying our opinion, we draw attention to Note No.41 regarding intangible Assets under development for various ongoing projects. Due to the delay in the projects, Intangible Assets under development for Rs, 19910.32 Lacs are yet to be put to use as on the date of balance sheet. The company is of the opinion that with the improved market conditions all the Assets under development will be profitably used by the company in the future projects.

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 paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section143(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 purpose of our audit;

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

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

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, and with regard to the non availability of the Actuarial valuation of the Gratuity Liability. 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.

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

f) with respect to 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 the best of our information and according to explanation given to us :

i. Company has disclosed the amount of pending litigations on its financial position in its Financial Statements which is in the nature of contingent liability being not required to be provided in the accounts.

ii. The Company does not anticipate any material foreseeable losses, on long- term contracts.

iii. There has been delay in transferring amounts of Rs, 13.91 Lacs, which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report of Aftek Limited

The Annexure referred to in our Independent Auditors' Report to the members of company on the financial statement for the year ended 31 March 2015, in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of even date

We report that

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

b) The Fixed assets of the Company have been physically verified by the management which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies have been noticed on such verification.

ii. a) In our opinion, physical verification of inventory lying with the company has been conducted at reasonable intervals by the management.

b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification between physical stock and book records.

iii. In respect of loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

a) In the case of the loans granted to the bodies corporate, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, this paragraph is not applicable to the Company in respect of repayment of the principal amount.

b) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate.

iv In our opinion and according to the information and explanations given to us, having regard to the explanation that the IPRs purchased are of special nature and suitable alternative source do not exist for obtaining comparable quotation, there exist an adequate internal control system commensurate with its size and nature of its business with regards to purchase of inventory and fixed assets and with regards to the sale of goods and service. During the course of our audit, we have not observed any major weakness in such internal control system.

v. In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits during the year under audit.

vi. We have been informed by the company, that the maintenance of cost record under section 148 (1) of the Act has not been prescribed by the Central Government.

vii. a) According to the information and explanations given to us the company is not regular in depositing undisputed statutory dues, Employees State Insurance, Sales-tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Undisputed provident fund dues are not regularly deposited with the appropriate authorities. In respect of income tax, the Company is not regular in depositing those dues with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect of above mentioned taxes which were outstanding, at the year-end for a period of more than six months from the date they became payable are as follows:

Name Of Nature of Dues Amount Period to which Amount relates Date of The Statute (Rs, payment in Lacs)

Income tax Act, 1961 Deduction of Tax At Source 177.95 April, 2010 to September,2014 Not Paid

Employees Provident Fund Provident Fund Contribution 82.53 April, 2010 to september,2014 Not Paid and Miscella- neous Provisions Act, 1952

Maharashtra State Tax on Profession Tax 6.24 September, 2010 to september,2014 Not Paid Profse- ssions, Trades, Callings and Employments Act, 1952

Maharashtra Value Added Sales Tax 0.20 March,2011 to september,2014 Not Paid Tax Act, 2002

Central Sales Tax Act, 1956 Central Sales Tax 21.48 September,2010 to september, 2014 Not Paid

b) According to the information and explanations given to us, followings dues are payable to concerned authorities on account of dispute as at 31st March, 2015.

Name of Nature of the Dues Amount Period to Date of The Amount relates



Income TaxAct, 1961 Taxon Regular 30.52 2008-09 Not Paid Assessments U/s143(3)

Income TaxAct 1961 Taxon Regular 8.78 2009-10 Not Paid Assessments U/s143(3)

c) According to the information and explanations given to us, there were Rs.13.91 Lacs ,which were required to be transferred to the investor education and protection fund in accordance with the relevant provision of the Act and rules there under.

viii. The company has no accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year;

ix. According to the information and explanations given to us the company has defaulted in repayment of dues to a bank the details of the same as on 31st March, 2015 are as mentioned below.

Sr. No Name of the Bank Type of Loan Period to Defaulted Defaulted which Principal Interest Amount lacs> relates

I BankofIndia- Term jorsey canel Islands Loan April, 2011 toMarch, 2015 3037.97 360.83

I State Bankof Term Bikaner & Jaipur Loan April, 2011 toMarch, 2015 4000.00 2136.00

III State Bank of Cash Bikaner& Jaipur Credit A/c April, 2011 toMarch, 2015 1479.28 624.41

The company did not borrow any money by way of debenture issues. The company had not taken loans from any financial institution during the year.

x. The company has given guarantee for loans taken by Associates from a bank, According to the information and explanations given to us the terms and conditions whereof are prima facie not prejudicial to the interest of the company.

xi. In our opinion, the term loans have been used for the purpose for which the same were obtained.

xii. According to the information and explanation given to us , no material fraud on or by the company has not been noticed or reported during the year nor we have been informed of any such case by the management that causes the financial statements to be materially misstated.

ForGMJ&Co.

Chartered Accountants

Firm's Regn. No. 103429W



CA Haridas Bhat

Partner

M. No. 039070

Mumbai 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Aftek Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the year the ended on that date, annexed thereto and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The 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") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the 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 the 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. Basis for qualified opinion

(i) Note no.39 regarding Management has not considered any provision in respect of outstanding Debtors for a period more than 12 months amounting to Rs. 15727.44 Lacs which in our opinion, as evidenced by the poor recovery made during the year, are doubtful of recovery. Consequently, profit before tax is overstated byRs. 15727.44 Lacs. Further in our view there is significant uncertainty as to ultimate collection of Debtors due to non-receipt from overseas debtors. Therefore we are further unable to comment on recoverability of balance debtors amounting to Rs. 6733.21 Lacs;

(ii) Note no.40 regarding, the company has given certain capital advances and made some investments totaling to Rs. 6975.20 Lacs towards the building under construction at Hinjewadi, Pune, upto the year ended, 31-3-2010, thereafter there are no further developments/construction made. The said Plot of land is mortgaged to Bank of India -Jersey Channel Islands against the term loan. However since the Company has made default in repayment of Principal and Interest thereon, Bank has demanded repayment total loan and taken the possession of the land alongwith the construction in progress. The bank has called for bids at a base price of Rs. 1800.00 Lacs. There is no provision made towards the eventual loss on such auction, which is presently not ascertainable till such disposal. The bank has now agreed for an one time settlement (OTS) of outstandings for Rs. 2600 lacs.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for quaiified opinion paragraph, 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 accepted in India:

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

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

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

Emphasis of matter

1. Note no.34 b (ii) regarding Liability if any of the pending assessment under Income Tax, Sales tax (including interest, if any) which are presently not ascertainable;

2. Without qualifying our opinion, we draw attention to note no.41 regarding Intangible Assets under development for various ongoing projects. Due to the delay in the projects, Assets under development for Rs. 19910.32 are yet to be put to use as on the date of balance sheet. The company is of the opinion that with the improved market conditions all the Assets under development will be profitably used by the company in the future projects.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956, 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 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 and Loss Account dealt with by this report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, In our opinion, the Balance Sheet, Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of theCompanies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and.

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

(Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date) We report that:

(i) In respect of fixed assets:

(a) the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information;

(b) As explained to us the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies between the book records and physical inventory have been noticed.

(c) No fixed assets have been disposedoff during the year.

(ii) In respect of Inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) 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 the nature of its business.

(c) The company is maintaining proper records of inventory and as explained to us there were no material discrepancies were noticed on physical verification, and the same have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(a) The company has granted unsecured loan to one specified parties covered under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 119.52 Lacs and the year-end balance was Rs. 119.52 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such a loan are prima facienot prejudicial to the interest of the company.

(c) The loans are repayable on demand.As Informed, the company has not demanded repayment of any such loans during the year, thus there is no default on the part of the party to whom the money is lent. The payment of interest where applicable has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of Act.

(e) The company has taken unsecured loan from six parties covered in the register maintained under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 805.07 Lacs and the year- end balance was Rs. 664.80 Lacs.

(f) The rate of interest and other terms and conditions of unsecured loan taken by the company are prima facie not prejudicial to the interest of the company.

(g) The loans are repayable on demand. As Informed, the party has not demanded repayment of any such loans during the year, thus there is no default on the part of the company. Payment interest where applicable are regular.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that the IPRs purchased are of special nature and suitable alternative source do not exist for obtaining comparable quotation, there exist an adequate internal control system commensurate with its size and nature of its business with regards to purchase of inventory and fixed assets and with regards to the sale of goods and service. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of transactions covered under section 301 of the Companies Act 1956,

(a) In our opinion and according to the information and explanations given to us 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 have been so entered;

(b) In our opinion and according to the information and explanations given to us transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time with regard to transactions exceeding the value of five lakh rupees in respect of each party and in any financial year.

(vi) The company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules frames there under.

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

(viii) The Central Govt. has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us the company is not regular in depositing undisputed statutory dues excluding Investor Education and Protection Fund,which has been paid in time,Employees State Insurance, Sales-tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Undisputed provident fund dues are not regularly deposited with the appropriate authorities. In respect of income tax, the Company is not regular in depositing those dues with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect of above mentioned taxes which were outstanding, at the year-end for a period of more than six months from the date they became payable are as follows:

Name Of Nature of Dues Amount The Statute (Rs. in Lacs)

Income tax Act,1961 Deduction of Tax At Source 180.36

Employees Provident Provident Fund Contribution 88.70 Fund and Miscellaneous Provisions Act, 1952

Maharashtra State Tax Profession Tax 5.27 on Professions, Trades, Callings and Employments Act, 1952

Maharashtra Value Added Tax Act, 2002 Sales Tax 0.98

Central Sales Tax Act, 1956 Central Sales Tax 16.64

Name Of Period to which Date of The Statute Amount relates Payment

Income tax Act,1961 April, 2010 to September,2013 Not Paid

Employees Provident April, 2010 to Fund and Miscellaneous September,2013 Not Paid Provisions Act, 1952

Maharashtra State Tax September, 2010 on Professions, Trades, to September,2013 Not Paid Callings and Employments Act, 1952

Maharashtra Value Added March,2011 to Tax Act, 2002 September,2013 Not Paid

Central Sales Tax Act, 1956 September, 2010 to September,2013 Not Paid

Name Of Nature of Dues Amount The Statute (Rs. in Lacs)

Income Tax Act 1961 Tax on Regular 30.52 Assessments U/s143(3)

Income Tax Act 1961 Tax on Regular 8.78 Assessments U/s143(3)

Name Of Period to which Date of The Statute Amount relates Payment

Income Tax Act 1961 2008-09 Not Paid

Income Tax Act 1961 2009-10 Not Paid (x) The company has no accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year;

(xi) According to the information and explanations given to us the company has defaulted in repayment of dues to a bank the details of the same as on 31st March, 2014 are as mentioned below.

Sr. Name of the Bank Type of Loan Period to which No Amount relates I Bank of India - Jersey Term Loan April, 2011 to Channel Islands March, 2014

II State Bank of Bikaner & Term Loan April, 2011 to Jaipur March, 2014 III State Bank of Bikaner & Cash Credit A/c April, 2011 to Jaipur March, 2014

Sr. Name of the Bank Defaulted Defaulted No Principal Interest (Rs. in Lacs) (Rs. in Lacs)

I Bank of India - Jersey 3715.94 310.58 Channel Islands

II State Bank of Bikaner & 4000.00 1599.50 Jaipur III State Bank of Bikaner & 1479.28 504.41 Jaipur

(xii) 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;

(xiii) The provisions of any special statute applicable to chit fund are not applicable to the company.

(xiv) In our opinion, 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.

(xv) The company has given guarantee for loans taken by Associates from a bank, According to the information and explanations given to us the terms and conditions whereof are prima facie 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 were applied for the purpose for which the loans were obtained;

(xvii) In our opinion and according to the information and explanations given to us the funds raised on short-term basis have not been used for long term investment.

(xviii) According to the information and explanations given to us the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the company has not issued secured debentures during the year.

(xx) According to the information and explanations given to us the company has not raised money by public issues during the year.

(xxi) In our opinion and 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 GMJ & CO. Chartered Accountants (FR No. 103429W)

Haridas Bhat Mumbai, May 30, 2014 Partner(M. No. 39070)


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Aftek Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss for the year the ended on that date, annexed thereto and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the 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 the 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.

Basis for qualified opinion

(i) Note no.39 regarding management has not considered any provision in respect of outstanding debtors for a period more than 12 months amounting to Rs. 9065.08 Lacs which in our opinion, as evidenced by the poor recovery made during the year, are doubtful of recovery. Consequently, profit before tax is overstated by Rs. 9065.08 Lacs;

(ii) Note no.40 regarding the company has given certain capital advances and made some investments totaling to Rs. 6975.20 Lacs towards the building under construction at Hinjewadi, Pune, upto the year ended, 31-3-2010, thereafter there are no further developments/construction made. The said Plot of land is mortgaged to Bank of India -Jersey Channel Islands against the term loan. However since the Company has made default in repayment of Principal and Interest thereon, Bank has demanded repayment total loan and taken the possession of the land alongwith the construction in progress. The bank has called for bids at a base price of Rs. 1800.00 Lacs. There is no provision made towards the eventual loss on such auction, which is presently not ascertainable till such disposal;

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for qualified opinion paragraph, 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 accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Emphasis of matter

Note no.34 b (ii) regarding Liability if any of the pending assessment under Income Tax, Sales tax (including interest, if any)

which are presently not ascertainable;

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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 and Loss Account dealt with by this report are in agreement with the books of account;

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

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

(Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date)

We report that:

(i) In respect of fixed assets:

(a) the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information;

(b) As explained to us the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies between the book records and physical inventory have been noticed.

(c) A substantial part of fixed assets have not been disposed off during the year.

(ii) In respect of Inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) 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 the nature of its business.

(c) The company is maintaining proper records of inventory and as explained to us there were no material discrepancies were noticed on physical verification, and the same have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(a) The company has granted unsecured loan to specified parties covered under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 119.52 Lacs and the year-end balance was Rs. 119.52 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such a loan are prima facie not prejudicial to the interest of the company.

(c) The loans are repayable on demand. As Informed, the company has not demanded repayment of any such loans during the year, thus there is no default on the part of the party to whom the money is lent. The payment of interest where applicable has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of Act.

(e) The company has taken unsecured loan from a party covered in the register maintained under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 812.13 Lacs and the year-end balance was Rs. 806.33 Lacs.

(f) The rate of interest and other terms and conditions of unsecured loan taken by the company are prima facie not prejudicial to the interest of the company.

(g) The loans are repayable on demand. As Informed, the party has not demanded repayment of any such loans during the year, thus there is no default on the part of the company. Payment interest where applicable are regular.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that the IPRs purchased are of special nature and suitable alternative source do not exist for obtaining comparable quotation, there exist an adequate internal control system commensurate with its size and nature of its business with regards to purchase of inventory and fixed assets and with regards to the sale of goods and service. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of transactions covered under section 301 of the Companies Act 1956,

(a) In our opinion and according to the information and explanations given to us 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 have been so entered;

(b) In our opinion and according to the information and explanations given to us transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time with regard to transactions exceeding the value of five lakh rupees in respect of each party and in any financial year.

(vi) The company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules frames there under.

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

(viii)The Central Govt. has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us the company is not regular in depositing undisputed statutory dues excluding Investor Education and Protection Fund, which has been paid in time, Employees State Insurance, Sales-tax, Wealth Tax, Service Tax Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Undisputed provident fund dues are not regularly deposited with the appropriate authorities. In respect of income tax, the Company is not regular in depositing those dues with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect of above mentioned taxes which were outstanding, at the year-end for a period of more than six months from the date they became payable are as follows:

Name Of Nature of Dues Amount Period to which Amount relates Date of The Statute (Rs.in Lacs) Payment

Deduction of Tax At 76.58 April, 2011 to November,2012 Not Paid Source-Salary

Deduction of Tax at 27.86 April, 2010 to November,2012 Not Paid Source-Rent

Deduction of Tax at 0.79 April, 2010 to November,2012 Not Paid Source-Payment to Contractor

Income tax Act, 1961 Deduction of Tax at 1.64 April, 2010 to June,2012 Not Paid Source-Commission or Brokerage

Deduction of Tax at 0.11 April, 2010 to November,2012 Not Paid

Source-Advertising Deduction of Tax at 22.87 April, 2010 to November,2012 Not Paid Source- Professional or Technical Services

Deduction of Tax at 0.78 March,2011 to September,2012 Not Paid

Source-Interest

Employees Provident Provident Fund 88.54 April, 2010 to November,2012 Not Paid

Fund and Miscel laneous Contribution Provi- sions Act, 1952

Mahara shtra State Tax Profession Tax 4.29 September, 2010 to November,2012 Not Paid on Pro fessions, Trades,

Callings and Employments Act, 1952

Mahara shtra Value Sales Tax 4.19 March,2011 to November,2012 Not Paid

Added Tax Act, 2002

Central Sales Central Sales Tax 14.11 September, 2010 to November,2012 Not Paid

Tax Act, 1956

Income Tax Act 1961 Tax on Regular 30.52 2008-09 Not Paid Assessments U/s143(3)

Income Tax Act 1961 Tax on Regular 8.78 2009-10 Not Paid Assessments U/s143(3)

(x) The company has no accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year;

(xi) According to the information and explanations given to us the company has defaulted in repayment of dues to a bank the details of the same as on 31st March, 2013 are as mentioned below.

Sr. No Name of the Bank Type of Loan Period to which Defaulted Defaulted Amount relates Principal Interest (Rs. in Lacs ) (Rs. in Lacs )

I Bank of India - Jersey Term Loan April, 2011 to 3075.31 183.19 Channel Islands March, 2013

II State Bank of Bikaner & Term Loan April, 2011 to 4000.00 1063.00 Jaipur March, 2013

III State Bank of Bikaner & Cash Credit A/c April, 2011 to - 444.41 Jaipur March, 2013

(xii) 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;

(xiii)The provisions of any special statute applicable to chit fund are not applicable to the company.

(xiv) In our opinion, 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.

(xv) The company has given guarantee for loans taken by Subsidiary from a bank, According to the information and explanations given to us the terms and conditions whereof are prima facie 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 were applied for the purpose for which the loans were obtained;

(xvii) In our opinion and according to the information and explanations given to us the funds raised on short-term basis have not been used for long term investment.

(xviii) According to the information and explanations given to us the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the company has not issued secured debentures during the year.

(xx) According to the information and explanations given to us the company has not raised money by public issues during the year.

(xxi) In our opinion and 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 GMJ& CO.

CHARTERED ACCOUNTANTS (FRN No. 103429W)

(HARIDAS BHAT)

PARTNER (M. No. 39070)

Mumbai, May 30, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of AFTEK LIMITED as at 31st March 2012 and also the annexed Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto (collectively referred as 'financial statements'). 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 manufacturing and other Companies (Auditor's Report) order, 2003 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in annexure a statement on the matters specifies in paragraph 4 & 5 of the said order.

4. Without qualifying our opinion, we draw attention to Note No 34, wherein as explained the Liability if any of the pending assessment under Income Tax, Sales tax (including interest, if any) are not ascertained.

5. Further to our comments in the annexure referred to in paragraph (1) above; we state that:

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

ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examinations of those books;

iii) The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of account;

iv) In our opinion, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representation received from the directors of the company as on 31st March, 2012 and taken on record by the board of directors, we report that none of the director is prima facie disqualified as on 31st March, 2012 from being appointed as director of the company in terms of clause (g) of sub section (1) of the section 274 of the Companies Act, 1956.

vi) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts given the information as 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, in the case of:

a) The Balance Sheet, of the state of affairs of the company as at 31st March 2012;

b) The Profit and Loss account of the Profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph (3) of Audit Report to the members of AFTEK LIMITED on the Accounts of the year ended on 31st March, 2012.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Sec. 227 (4A) of the Companies Act, 1956, as we considered appropriate and the information and explanations given to us during the course of our audit we report that:

(i) In respect of fixed assets:

(a) the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information;

(b) As explained to us the fixed assets have been physically verified by the management at reasonable intervals; and no material discrepancies between the book records and physical inventory have been noticed.

(c) A substantial part of fixed assets have not been disposed off during the year. (ii) In respect of Inventories:

(a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable;

(b) 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 the nature of its business.

(c) The company is maintaining proper records of inventory and as explained to us there were no material discrepancies were noticed on physical verification, and the same have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(a) The company has granted unsecured loan to one party covered under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 119 Lacs and the year end balance was Rs. 119 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such a loan are prima facie not prejudicial to the interest of the company.

(c) The loans are repayable on demand. As Informed, the company has not demanded repayment of any such loans during the year, thus there is no default on the part of the party to whom the money is lent. The payment of interest where applicable has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of Act.

(e) The company has taken unsecured loan from four parties covered in the register maintained under section 301 of the Companies Act during the year. Maximum amount outstanding during the year was Rs. 684 Lacs and the year end balance was Rs. 683.5 Lacs.

(f) The rate of interest and other terms and conditions of unsecured loan taken by the company are prima facie not prejudicial to the interest of the company.

(g) The loans are repayable on demand. As Informed, the party has not demanded repayment of any such loans during the year, thus there is no default on the part of the company. Payment interest where applicable are regular.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanation that the Intellectual Property Rights purchased are of special nature and suitable alternative source do not exist for obtaining comparable quotation, there exist an adequate internal control system commensurate with its size and nature of its business with regards to purchase of inventory and fixed assets and with regards to the sale of goods and service. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of transactions covered under section 301 of the Companies Act 1956,

(a) In our opinion and according to the information and explanations given to us 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 have been so entered;

(b) In our opinion and according to the information and explanations given to us transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time with regard to transactions exceeding the value of five lakh rupees in respect of each party and in any financial year.

(vi) The company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules frames there under.

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

(viii) The Central Govt. has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to us the company is not regular in depositing undisputed statutory dues excluding Investor Education and Protection Fund, which has been paid in time, Employees State Insurance, Wealth Tax, Service Tax Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. Undisputed provident fund dues are not regularly deposited with the appropriate authorities. In respect of income tax, Sales-tax, the Company is not regular in depositing those dues with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect of above mentioned taxes which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name Of Nature of Dues Amount The Statute (Rs.in Lacs)

Deduction of Tax At 44.82 Source-Salary

Deduction of Tax at 23.45 Source-Rent

Deduction of Tax at 0.70 Source-Payment to Contractor

Income tax Act,1961 Deduction of Tax at 1.40 Source-Commission or Brokerage

Deduction of Tax at 0.11 Source-Advertising

Deduction of Tax at 21.25 Source-Professional or Technical Services

Deduction of Tax at 0.54 Source-Interest

Employees Provident Provident Fund 73.14 Fund and Miscellaneous Contribution Provisions Act, 1952

Maharashtra State Tax Profession Tax 3.18 on Professions, Trades, Callings and Employments Act, 1952

Maharashtra Value Sales Tax 3.67 Added Tax Act, 2002

Central Sales Central Sales Tax 10.22 Tax Act, 1956

Name of The Statute Period to which Amount relates Date of Payment

April, 2011 to January,2012 Not Paid

April, 2010 to January,2012 Not Paid

April, 2010 to January,2012 Not Paid

Income tax Act,1961 April, 2010 to January,2012 Not Paid

April, 2010 to January,2012 Not Paid

April, 2010 to January,2012 Not Paid

March,2011 to January,2012 Not Paid

Employees provident Fund and Miscellaneous Provisions Act,1952 April, 2010 to January,2012 Not Paid

Maharashtra State Tax on Professions, Trades, Callings and Employments Act,1952 September, 2010 to January,2012 Not Paid

Maharashtra Value Added Tax Act,2002 March,2011 to December, 2011 Not Paid

Central Sales Tax Act,1956 September, 2010 to December, 2011 Not Paid

Name Of Nature of Dues Amount The Statute (Rs.in Lacs)

Income Tax Act 1961 Tax on Regular 30.52 Assessments U/s143(3)

Name of The Statute Period to which Amount relates Date of Payment

Income Tax Act 1961 2008-09 Not Paid

(x) The company has no accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and has not incurred cash losses in the immediately preceding financial year;

(xi) According to the information and explanations given to us the company has defaulted in repayment of dues to a banks the details of the same as on 31st March, 2012 are as mentioned below.

Sr. No Name of the Bank Type of Loan Period to which Defaulted Defaulted Amount relates Principal Interest (Rs.in Lacs) (Rs.in Lacs)

I Bank of India - Jersey Term Loan April, 2011 to 3075.31 92.78 Channel Islands March, 2012

II State Bank of Bikaner & Term Loan April, 2011 to 4000.00 520.72 Jaipur March, 2012

III State Bank of Bikaner & Cash Credit A/c April, 2011 to - 193.68 Jaipur March, 2012

(xii) 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;

(xiii) The provisions of any special statute applicable to chit fund are not applicable to the company.

(xiv) In our opinion, 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.

(xv) The company has given guarantee for loans taken by Subsidiary from a bank, According to the information and explanations given to us the terms and conditions whereof are prima facie 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 were applied for the purpose for which the loans were obtained;

(xvii) In our opinion and according to the information and explanations given to us the funds raised on short-term basis have not been used for long term investment.

(xviii) According to the information and explanations given to us the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us the company has not issued secured debentures during the year.

(xx) According to the information and explanations given to us the company has not raised money by public issues during the year.

(xxi) In our opinion and 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 GMJ & CO.

CHARTERED ACCOUNTANTS (FRN No. 103429W)

(HARIDAS BHAT)

PARTNER (M. No. 39070)

Mumbai, August 31, 2012

 
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