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Auditor Report of Amba Enterprises Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Amba Enterprises Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, Statement of Profit and Loss, 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

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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the 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 purpose of expressing an opinion on whether the Company has in place of adequate internal financial control system over financial reporting and 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 financial statements.

Basis for Qualified Opinion

As per AS 15 Employees Benefits, a company is required to get actuarial certificate at least once during the financial year for retirement and other benefits. Also "Defined benefits obligations" in nature of Gratuity and Leave encashment are to be accounted on accrual basis. The company provides Leave encashment and Gratuity are accounted on cash basis and not on accrual basis as per an actuarial certificates. The Company has not obtained an actuarial certificate during the financial year.

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 matter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal And Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

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

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

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

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

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

(f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT - 31st MARCH 2015

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date on the financial statements for the year ended on 31st March, 2015 of Amba Enterprises Limited:

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

The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) The inventory excluding stocks with third parties has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

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

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) 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. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

(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 for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

(vi) The aggregate value of turnover of the Company during the immediately preceding financial year did not exceed rupees thirty five crores and therefore the provisions of Companies (Cost Accounting Records) Rules, 2014 notified by the Central Government under Section 148 of the Act are not applicable to the Company for the current financial year.

(vii) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and other material statutory dues, as applicable, with the appropriate authorities.

There were no undisputed amounts payable in respect of Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, 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.

Details of dues of Income Tax and Value Added Tax which have not been de p osited as at March 31, 2015 on account of dispute are given below:

Name of the Amount Period to which Forum where statute (in ') the amount Dispute is relates pending

Assessment Year

Income Tax 1,36,89,070 Commissioner

2009-10, 2012-13 of Income Tax

Assessment Year Dy Comm. of Sales MVAT AcP 2,12,295 2002 2009-10 Tax Mumbai

There were no dues of Wealth Tax, Service Tax, duty of Customs, duty of Excise and Cess which have not been deposited as at March 31, 2015 on account of dispute.

There are no amounts required to be transferred by the Company to the Investor Education and Protection Fund in accordance with the provisions of the Companies Act, 2013 and Rules made there under within time.

(viii) The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

(x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company.

(xi) According to the information and explanations given to us, the Company has not taken any term loan during the financial year covered under audit and accordingly the provisions of clause (xi) of the paragraph 3 of the Order, are not applicable to the Company.

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

For U. D. KACHARE & CO.

Chartered Accountants Firm Registration No. 104513W

SD/- Uday. D. Kachare Place: Mumbai Proprietor Date: 10/05/2015 Membership No. 038046


Mar 31, 2014

To the Member of Amba Enterprises Limited

Report on the Financial Statements:

We have audited the accompanying financial statements of Amba Enterprises Limited ("the Company"), which comprise the Balance Sheet as at 31St March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956 read with the General Circular15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs with respect to 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 and other applicable authoritative pronouncement 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 misstatements.

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 company''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 qualified audit opinion.

Basis for Qualified Opinion

As per AS 15 Employees Benefits, a company is required to get actuarial certificate at least once during the financial year for retirement and other benefits. Also "Defined benefits obligations" in nature of Gratuity and Leave encashment are to be accounted on accrual basis. The company provides Leave encashment and Gratuity are accounted on cash basis and not on accrual basis as per an actuarial certificates. The Company has not obtained an actuarial certificate during the financial year.

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 matter 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.

Opinion:

In our opinion, and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the basis for qualified 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 Profit of the Company 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 as amended by the Companies (Auditors Report) (Amendment) 0rder,2004'' issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act,(hereafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, 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 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs with respect to section 133 of the Companies Act, 2013; and

(e) On the basis of written representations received from the directors as on 31st March, 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.

Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date, to the members of Amba Enterprises Ltd on the accounts of the Company for the year ended 31st March, 2014:

1) a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the Management, in accordance with a phased programme of verification, which in our opinion, is reasonable, considering the size of the company and nature of its assets. The frequency of physical verification is reasonable and no materials discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2) a) As explained to us, the inventories (excluding stocks with third parties and materials in-transit) have been physically verified during the year by the management. In respect of inventories lying with third parties, these have been confirmed by them. 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 inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories and the discrepancies noticed on physical verification between the physical stocks and book records were not material and have been properly dealt with in the books of accounts.

3) The Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act,1956. Consequently, the requirements of clause (iii)(a) to (iii)(g) of paragraph 4 of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control.

5) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register maintained under Section 301 of the Companies Act, 1956 have been so entered

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Five Lacs rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time and other relevant circumstances other than the transactions of special nature for which competitive quotations are not available.

6) The Company has not accepted any deposits from the public. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order,2003 are not applicable to the Company.

7) According to the information and explanations given to us by the management, the Company has provided sufficient internal checks at various stages, therefore, we are informed that, at present, the Company does not have formal internal audit.

8) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government under Section 209(1)(d) of the Companies Act,1956 have been made and maintained. However, we are not required to and have not carried out any detailed of such records.

9) According to the information and explanations given to us in respect of statutory dues:

a) The Company has been generally regular in depositing undisputed statutory dues, including employee''s state insurance, Income tax, Value Added Tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues applicable to it with appropriate authorities during the year except Professional Tax.

b) There is no undisputed amounts in respect employee''s state insurance, Income tax, Value Added Tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six month from the date they became payable except Professional Tax.

c) According to the information and explanations given to us, there are no dues of Income tax, Service tax, Customs duty, Excise duty and Cess, which have not been deposited on account of any dispute. However, according to information and explanations given to us, the following dues of VAT, has not been deposited by the Company on account of disputes

Name of the statute

Nature of dues

Amount (in Rs.)

Period to which the amount relates

Forum where dispute is pending

MVAT

Act''2002

VAT

2,12,295

Assessment Year 2009-10

Dy Comm. of Sale Tax Mumbai

10) The Company does not have any accumulated osses at the end of the year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11) In our opinion and according to information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institutions or banks as at the balance sheet date. The Company has not issued any debentures.

12) According to the information and explanations given to us and based on the documents and records produced, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4 (Xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

14) The Company is not dealing in or is trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the Company.

15) The Company has not given guarantee for loans taken by others from Bank or Financial Institutions.

16) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

17) On the basis of information received from the management and based on our overall examination of the Balance Sheet of the Company, the company has not used any funds raised on short-term basis for long term purposes.

18) The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under Section 301 of the Companies Act, 1956 and therefore the question of price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

19) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report; accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

20) The Company has not raised monies by public issues during the year and therefore the question of disclosure and verification of end use of such monies does not arise.

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

For U. D. KACHARE & CO.

Chartered Accountants

Firm Registration No.104513W

Uday. D. Kachare

Place: Mumbai Proprietor

Date: 10/05/2014 Membership No. 038046

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