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Auditor Report of Alan Scott Industries Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of ALAN SCOTT INDUSTRIESS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended.

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 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.

Auditors' 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, the 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 March 31, 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 Companies Act, 2015, 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 Section 143 (3) of the Act, we report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

( 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 and with the returns received from the branches not visited by us.

(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 March 31, 2015 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 the other matters to be included in the Auditor's Report and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date of Alan Scott Industries Limited for the year ended March 31, 2015)

(i) In respect of its fixed assets:

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

(b) As informed to us all the assets have been physically verified by the management during the year at reasonable intervals and there is no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

(a) As explained to us, the inventories were 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 inventory followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year in terms of the provisions of Sections 73 and 76 or any other relevant provisions of the Act.

(vi) According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c ) The company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under within time.

(viii) The company has accumulated losses at the end of the financial year, which are more than 50% of its net worth. However, company has earned cash profits during the financial year covered by audit & in the immediate preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, and based on the records of the Company, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xi) In our opinion and according to the information and explanations given to us, the company has not obtained any term loans during the year.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year nor have we been informed of such case by the management.

For H A M & Co

Chartered Accountants

(Firm's Registration No. 136368W)

Hardik Shah

Partner Mumbai, May 27, 2015 Membership No. 137026


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Alan Scott Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013, issued by 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.

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, subject to Note 32 of the Significant accounting policies, the financial statements 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:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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 Companies Act, 1956 we report that:

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

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

(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 notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13lh September 2013, issued by the ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013; except with Accounting Standard 15 "Employees Benefits"

(e) on the basis of written representations received from the directors as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, 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 AUDITOR''S REPORT (Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets;

(b) As informed to us all the assets have been physically verified by the Management during the year at reasonable intervals and no material discrepancies were noticed on verification;

(c) During the year, the company has not disposed off substantial part of the fixed assets;

(ii) (a) In our opinion and according to information and explanation

given to us, the company does not have stock of shares in physical form at the year end. The management has verified and reconciled the stock of shares lying in Demat form during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of verification of stock of shares followed by the management are reasonable and adequate in relation to the size of the company and the nature of business.

(c) The company is maintaining proper records of stock of shares. No discrepancies were noticed on verification between the stocks of shares in Demat and the book records.

(iii) (a) The Company has granted not granted any loan, secured or unsecured to the Companies firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956..

(b), (c) & (d) Since no loans are granted during the year, comment under these clauses are not given.

(e) The company has accepted loans from one company covered in the Register maintained u/s 301 of the Act. The maximum amount outstanding during the year & the balance at the year-end is Rs 503,895. As per the information and explanation given to us the above unsecured loan was taken interest free and is repayable on demand. Hence, comments under clause (f) and (g) are not given.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of shares and services.

(v) In our opinion, and according to the information and explanation given to us the company has not entered into any transactions for the purchase and sale of goods and services, with companies, firms or other parties listed in the register maintained under section 301of the Companies Act, 1956 and aggregating during the year to Rs.500,000/- or more in respect for each party.

(vi) The company has not accepted any deposits from the Public and consequently, the directives issued by the Reserve Bank of India, the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under are not applicable.

(vii) In our opinion, there is an internal audit system commensurate with the size of the company''s operations and the nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the services carried out by the Company.

(iX) (a) According to the records of the company and information and explanation US undisputed statutory dues including provident fund, Income tax Wealth Tax, Service Tax, Sales Tax, Custom Duty, ESIC and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious. There are no statutory dues outstanding for more than 6 months except liability of Rs 8,273/- on account of Tax Deducted at Source.

(b) According to the information and explanation given to us, there are no dues outstanding on account of dispute.

(x) The company has accumulated losses at the end of the financial year, which are more than 50% of its net worth. However, the company earned cash profits during the financial year covered by our audit & in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(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 any other securities.

(xiii) The provisions of any special statute applicable to a chit fund, nidhi, mutual benefit or a society are not applicable to the Company.

(xiv) According to the information and explanation given to us, the company is dealing in shares, securities, debentures and other investments.

i) The company has maintained proper records of the transactions and contracts entered,

ii) Timely entries have been made in the records maintained,

iii) The investments made and the contracts entered are in the name of the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or any financial institutions during the year

(xvi) According to the information and explanation given to us, the company has not obtained any term loans during the year.

(xvii) According to the Cash Flow Statement and the records examined by us and according to the information and explanation given to us, the Company has not raised funds on short term basis. Hence, comment under this clause is not given.

(xviii) According to the information and explanation 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 explanation given to us, the company has not issued any debentures during the year.

(xx) According to the information and explanation given to us, the company has not raised any money by way of public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit;

For Jayesh Dadia & Associates, Chartered Accountants FRN: 121142W



Jayesh Dadia Partner M.No. 033973 Mumbai, Dated: 30.05.2014


Mar 31, 2013

We have audited the accompanying financial statements of Alan Scott Industries Limited, which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss 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 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 have 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 accepted in India:

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

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

Report on Other Legal and Regulatory Requirements

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

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

(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 examination of those books.

(iii) The Balance Sheet and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956, except with Accounting Standard 15 ''Employee Benefits''.

(v) 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 AUDITOR''S REPORT (Referred to in paragraph 1 of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situationof fixed assets;

(b) As informed to us all the assets have been physically verified by the Management during the year at reasonable intervals and no material discrepancies were noticed on verification;

(c) During the year, the company has not disposed off substantial part of the fixed assets;

(ii) (a) In our opinion and according to information and explanation given to us, the company does not have stock of shares in physical form at the year end. The management has verified and reconciled the stock of shares lying in Demat form during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of verification of stock of shares followed by the management are reasonable and adequate in relation to the size of the company and the nature of business.

(c) The company is maintaining proper records of stock of shares. No discrepancies were noticed on verification between the stocks of shares in Demat and the book records.

(iii) (a) The Company has granted interest free loan to one party listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum outstanding balance during the year was Rs 4,50,412 and the year-end balance was Rs 40,233

(b) In our opinion and according to the information & explanation given to us, the terms & conditions on which the loan have been given are not prima-facie prejudicial to the interest of the Company.

(c) &(d) As the loan given is repayable on demand, the question of overdue amounts does not arise.

(e) The company has accepted loans from one company covered in the Register maintained u/s 301 of the Act. The maximum amount outstanding during the year Rs13,30,065 and the balance at the year-end is Rs130,065. As per the information and explanation given to us the above unsecured loan was taken interest free and is repayable on demand. Hence, comments under clause (f) and (g) are not given.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services.

(v) In our opinion, and according to the information and explanation given to us the company has not entered into any transactions for the purchase and sale of goods and services, with companies, firms or other parties listed in the register maintained under section 301of the Companies Act, 1956 and aggregating during the year to Rs.500,000/- or more in respect for each party.

(vi) The company has not accepted any deposits from the Public and consequently, the directives issued by the Reserve Bank of India, the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under are not applicable.

(vii) In our opinion, there is an internal audit system commensurate with the size of the company''s operations and the nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 o,f the Companies Act, 1956 in respect of the services carried out by the Company.

(ix) (a) According to the records of the company and information and explanation given to us undisputed statutory dues including provident fund, Income tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, ESIC and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious. There are no statutory dues outstanding for more than 6 months except liability of Rs 12,205/- on account of Tax Deducted at Source.

(b) According to the information and explanation given to us, there are no dues outstanding on account of dispute.

(x) The company has accumulated losses at the end of the financial year, which are more than 50% of its net worth. However, the company earned cash profits during the financial year covered by our audit but incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(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 any other securities.

(xiii) The provisions of any special statute applicable to a chit fund, nidhi, mutual benefit or a society are not applicable to the Company.

(xiv) According to the information and explanation given to us, the company is dealing in shares, securities, debentures and other investments.

i) The company has maintained proper records of the transactions and contracts entered,

ii) Timely entries have been made in the records maintained,

iii) The investments made and the contracts entered are in the name of the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or any financial institutions during the year

LIMITED REVIEW REPORT

Review Report to M/S. ALAN SCOTT INDUSTRIES LIMITED

We have reviewed the accompanying statement of unaudited financial results of M/s. Alan Scott Industries Limited for the quarter ended 30th September, 2014 except for the disclosures regarding ''Public Shareholding'' and ''Promoter and Promoter Group Shareholding'' which have been traced from disclosures made by the management and has not been audited by us. This statement is the responsibility of the Company''s Management and has been approved by the Board of Directors/ Committee of Board of Directors. Our responsibility is to issue a report on these financial statements based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2400, Engagements to Review Financial Statements issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results prepared in accordance with applicable accounting standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of Clause 41 of the Listing Agreement including the manner in which it is to be disclosed, or that it contains any material misstatement.

For Jayesh Dadia & Associates Chartered Accountants Frm Reg No: 121142W

Jayesh Dadia Partner Membership No. 033973 Place : Mumbai Date : 30th October, 2014.


Mar 31, 2012

1. We have audited the attached Balance Sheet of ALAN SCOTT INDUSTRIES LIMITED as at 31st March, 2012 and also Statement of Profit and Loss for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) (Amendment) 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.

4. Further to our comments in the Annexure referred to above, we report 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 accounts as required by the law have been kept by the company as it appears from our examination of the books;

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

(iv) In our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this Report comply with the Accounting Standards, except with Accounting Standard 15 ‘Employee Benefits’ referred to in sub section (3C) of Section 211 of the Companies Act, 1956

(v) On the basis of representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) Attention is invited to sub note A)(e) of Note ‘20’ regarding non provision of Retirement Benefits as per Accounting Standard 15.

(vii) In our opinion and to the best of our information and according to the explanations given to us, and subject to forgoing, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012; and

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

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

ANNEXURE TO THE AUDITOR''S REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) As informed to us all the assets have been physically verified by the Management during the year at reasonable intervals and no material discrepancies were noticed on verification;

(c) During the year, the company has not disposed off substantial part of the fixed assets;

(ii) (a) in our opinion and according to information and explanation given to us, the company does not have stock of shares in physical form at the year end. The management has verified and reconciled the stock of shares lying in Demat form during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of verification of stock of shares followed by the management are reasonable and adequate in relation to the size of the company and the nature of business.

(c) The company is maintaining proper records of stock of shares. The discrepancies noticed on verification between the stocks of shares in Demat and the book records were not material.

(iii) (a) The Company has not granted any loans to any companies, parties or firms listed in the register maintained under Section 301 of the Companies Act, 1956.

(b), (c), (d) Since no loans are granted during the year comment under these clauses are not given.

(e) The company has accepted loans from one party & one company covered in the Register maintained u/s 301 of the Act. The maximum amount outstanding during the year Rs. 810,286(P. Y. Rs. 324,148) and the balance at the year end is Rs. 569,874. As per the information and explanation given to us the above unsecured loan was taken interest free and is repayable on demand. Hence, comments under clause (f) and (g) are not given.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services.

(v) In our opinion, and according to the information and explanation given to us the company has not entered into any transactions for the purchase and sale of goods and services, with companies, firms or other parties listed in the register maintained under section 301of the Companies Act, 1956 and aggregating during the year to Rs.500,000/- or more in respect for each party.

(vi) The company has not accepted any deposits from the Public and consequently, the directives issued by the Reserve Bank of India, the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Rules framed there under are not applicable.

(vii) In our opinion, there is an internal audit system commensurate with the size of the company’s operations and the nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of the services carried out by the Company.

(ix) (a) According to the records of the company and information and explanation given to us undisputed statutory dues including provident fund, Income tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, ESIC and other material statutory dues applicable to it have generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious. There are no statutory dues outstanding for more than 6 months except liability of Rs.8,273/- on account of Tax Deducted at Source.

(b) According to the information and explanation given to us, there are no dues outstanding on account of dispute.

(x) The company has accumulated losses at the end of the financial year, which are more than 50% of its net worth. The company has incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(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 any other securities.

(xiii) The provisions of any special statute applicable to a chit fund, nidhi, mutual benefit or a society are not applicable to the Company.

(xiv) According to the information and explanation given to us, the company is dealing in shares, securities, debentures and other investments.

i) The company has maintained proper records of the transactions and contracts entered,

ii) Timely entries have been made in the records maintained,

iii) The investments made and the contracts entered are in the name of the company.

(xv) According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or any financial institutions.

(xvi) According to the information and explanation given to us, the company has not obtained any term loans during the year.

(xvii) According to the Cash Flow Statement and the records examined by us and according to the information and explanation given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xviii) According to the information and explanation 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 explanation given to us, the company has not issued any debentures during the year.

(xx) According to the information and explanation given to us, the company has not raised any money by way of public issues during the year.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit;

For Jayesh Dadia & Associates, Chartered Accountants. FRN: 121142W

Samir Shah Partner M.No.: 124298 Mumbai, Dated :04/9/12

 
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