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Auditor Report of Amrapali Industries Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of AMRAPALI INDUSTRIES LTD., 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, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, Implementation and maintenance of adequate internal financial controls, that were operation 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 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 control 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 financial statements.

Basis for Qualified Opinion

A search was conducted by the competent authority u/s 132 of the Income Tax Act, 1961 in the premises of the Company as on 26.10.2012 pursuant to which the Company made disclosure of additional income to the tune of Rs. 11,58,98,063/- for a block period of 01.04.2006 to 31.03.2014 in order to purchase peace of mind and avoid unwanted litigations. The Company preferred an application before the Settlement Commission which stood admitted. Pursuant to which, the Company has paid sum of Rs. 6,81,25,000/- on the additional income so offered and final order from the Commission is awaited. In light of facts as informed by the Company and for want of adequate evidences clearly indicating exact nature of undisclosed income, impact of the disclosure on the assertions made in the financial statements as well as internal financial control system cannot be quantified and thus the opinion is qualified to that extent in this report.

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 above, 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 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 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of 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 on31stMarch, 2015taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 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 ofour information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statement.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; hence the company need not make any provision.

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

Annexure to the Independent Auditor's Report

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

i. In respect of its Fixed Assets:

a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b) All the assets have been physically verified by the management during the period as per the regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii. In respect of its inventories:

a) The management has conducted physical verification of inventory atreasonable intervals.

b) 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 no material discrepancies were noticed on physical verification by the management.

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

a) The company has not granted any secured or unsecured loan to the companies, firms or other parties covered in the register maintained u/s. 189 of the Act. Accordingly, relevant paragraph of the said Order is not applicable to the company.

iv. The company has not accepted any deposit from public.

v. We are informed that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act for any products of the company.

vi. In respect of statutory dues:

a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax,Service tax, duty of Custom Duty, Duty of Excise, Value added tax, Cess and other statutory dues with the appropriate authorities.

b) According to the information and explanation given to us, there are no outstanding disputed dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Custom, duty of Excise, value added tax or Cess.

c) According to the information and explanations given to us there is no amount which are required to be transferred to the investor education and Protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

vii. The company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

viii. In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to banks.

ix. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

x. The company has not taken any term loan during the year. Accordingly paragraph 4(xi) of the order is not applicable to the company.

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

For, Mehul Thakker & Co.

Chartered Accountants,

Firm Reg.No. 118993W

Place: Ahmedabad S. P. Thakker

Date: 30-05-2015 Partner

Membership No. 032233


Mar 31, 2014

1. We have audited the attached Balance Sheet of M/S. AMRAPALI INDUSTRIES LIMITED, AHMEDABAD, as at 31st March, 2014 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. Further 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 accounts as required by law have been kept by the company, so far as appears from our examination of books;

(c) the balance sheet and the profit and loss Account referred to in this report are in agreement with the books of accounts ;

(e) in our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with the notes thereon, give a true and fair view :

(i) in the case of Balance Sheet, of the state of the affairs of the company as on 31st March,2014 and

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

For, ANAM & ASSOCIATES CHARTERED ACCOUNTANTS PLACE: BARODA DATE: 25/05/2014 (A. A. Bhada)


Mar 31, 2013

To The Members of AMRAPALI INDUSTRIES LIMITED AHMEDABAD

1. We have audited the attached Balance Sheet of M/S. AMRAPALI INDUSTRIES LIMITED, AHMEDABAD, as at 31st March, 2013 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are 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 the 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 of our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in Annexure - A a statement on the matter specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

(b) in our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of books ;

(c) the balance sheet and the profit and loss Account referred to in this report are in agreement with the books of accounts ;

(d) in our opinion, the profit and loss account and balance sheet comply with the accounting standards referred in section 211(3C) of the Companies Act. 1956.

(e) on the basis of written representations received from the directors of the company as at 31st March 2013 and taken on record by the board of directors, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub-section (1) of the section 274 of the Companies Act, 1956.

(f) in our opinion and to the best of our information and according to the explanations given to us. the said balance sheet and profit and loss account read together with the notes thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) in the case of Balance Sheet, of the state of the affairs of the company as on 31st March,2013 and

(ii) in the case of Profit and Loss Account, of the Profit for the year ended on that date. protection fund, employees'' state insurance, income tax. sales tax, wealth tax, custom tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues of, wealth tax. sales tax, custom duty, excise duty and cess which have not been deposited on account any dispute.

(x) The Company has no accumulated losses as at March 31.2013 and it has not incurred any cash losses in the financial year ended on that date or 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 or banks.

(xii)The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 arc not applicable to the company.

(xiv) In our opinion, the company has maintained proper records of the transactions and contracts and made timely entries therein. As per the records of the company, the shares, securities, debentures and other securities have been held in its own name.

(xv) According to the information and explanations given to us, the company had not given guarantees for loans taken by others from banks or financial institutions.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the eompany, wc report that the no funds raised, if any, on short-term basis have been used for long-term investment.

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

(xix) No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

(xx) During the year, the company has not raised money by public issue and hence question of disclosure and verification of end use of such monies does not arise.

(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, MEHUL THAKKER & CO.

CHARTERED ACCOUNTANTS

PLACE : AHMEDABAD

DATE : 23/05/2013 (S.P.THAKKER)

PARTNER


Mar 31, 2012

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The company has not disposed of a substantial part of fixed assets during the previous year.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and the nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii)

(a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under section 301 of companies Act,1956. Accordingly, paragraphs 4(iii)(b),(c) and (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of companies Act,1956. Accordingly, paragraphs 4(iii)(f) and (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanation given to us, the company has not indulged into the transactions which need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public.

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

(viii) In our opinion, the company is not required to maintain cost records as per the provisions of section 209(1) (d). Accordingly, the provisions of clause 4(vii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(ix) (a) According to the records of the company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues of, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account any dispute.

(x) The Company has no accumulated losses as at March 31,2012 and it has not incurred any cash losses in the financial year ended on that date or 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 or banks.

(xii)The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company has maintained proper records of the transactions and contracts and made timely entries therein. As per the records of the company, the shares, securities, debentures and other securities have been held in its own name.

(xv) According to the information and explanations given to us, the company had not given guarantees for loans taken by others from banks or financial institutions.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised, if any, on short-term basis have been used for long-term investment.

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

(xix) No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

(xx) During the year, the company has not raised money by public issue and hence question of disclosure and verification of end use of such monies does not arise.

(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, MEHUL THAKKER & CO.

CHARTERED ACCOUNTANTS PLACE : AHMEDABAD

DATE : 15 / 07 / 2012 (S.P.THAKKER)

PARTNER


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S. AMRAPALI INDUSTRIES LIMITED, AHMEDABAD, as at 31st March, 2010 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in Annexure - A a statement on the matter specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

(b) in our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of books ;

(c) the balance sheet and the profit and loss Account referred to in this report are in agreement with the books of accounts ;

(d) in our opinion, the profit and loss account and balance sheet generally comply with the accounting standards referred in section 211(3C) of the Companies Act, 1956.

(e) on the basis of written representations received from the directors of the company as at 31st March 2010 and taken on record by the board of directors, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub- section (1) of the section 274 of the Companies Act, 1956.

(f) in our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with the notes thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) in the case of Balance Sheet, of the state of the affairs of the company as on 31st March,2010 and

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The company has not disposed of a substantial part of fixed assets during the previous year.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and the nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) The Company has granted free loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. In our opinion and as per the information and explanations given to us, the terms and conditions of the said loans are not prima facie prejudicial to the interest of the company;

b. In our opinion, in respect of the above mentioned loans, recovery is done as per the terms and conditions subject to which loans are granted.

The Company has taken any loans, secured or unsecured, from companies, firms or other parties need to be entered in the register maintained under section 301 of Companies Act, 1956. In our opinion and as per the information and explanations given to us, the terms and conditions of the said loans are not prima facie prejudicial to the interest of the company;

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanation given to us, the company has not indulged into the transactions which need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public.

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

(viii) In our opinion, the company is not required to maintain cost records as per the provisions of section 209(1) (d). Accordingly, the provisions of clause 4(vii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(ix) (a) According to the records of the company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues of, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account any dispute.

(x) The Company has no accumulated losses as at March 31,2010 and it has not incurred any cash losses in the financial year ended on that date or 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 or banks.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, 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.

(xiv) In our opinion, the company has maintained proper records of the transactions and contracts and made timely entries therein. As per the records of the company, the shares, securities, debentures and other securities have been held in its own name.

(xv) According to the information and explanations given to us, the company had not given guarantees for loans taken by others from banks or financial institutions.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised, if any, on short- term basis have been used for long-term investment.

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

(xix) No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

(xx) During the year, the company has not raised money by public issue and hence question of disclosure and verification of end use of such monies does not arise.

(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,MEHULTHAKKER & CO. CHARTERED ACCOUNTANTS

PLACE: AHMEDABAD DATE: 06/07/2010 (S.P.THAKKER) PARTNER


Mar 31, 2009

1. We have audited the attached Balance Sheet of M/S. AMRAPALI INDUSTRIES LIMITED, AHMEDABAD, as at 31st March, 2009 and also the profit and loss account for the year ended on that date annexed thereto. These financial statements are responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 of our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we enclose in Annexure - A a statement on the matter specified in paragraph 4 & 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

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

(b) in our opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of books ;

(c) the balance sheet and the profit and loss Account referred to in this report are in agreement with the books of accounts ;

(d) in our opinion, the profit and loss account and balance sheet generally comply with the accounting standards referred in section 211(3C) of the Companies Act, 1956.

(e) on the basis of written representations received from the directors of the company as at 31st March 2009 and taken on record by the board of directors, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub-section (1) of the section 274 of the Companies Act, 1956.

(f) in our opinion and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with the notes thereon, give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) in the case of Balance Sheet, of the state of the affairs of the company as on 31st March,2009 and

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) The company has not disposed of a substantial part of fixed assets during the previous year.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of company and the nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures 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. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanation given to us, the company has not indulged into the transactions which need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(vi) The company has not accepted any deposits from the public.

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

(viii) In our opinion, the company is not required to maintain cost records as per the provisions of section 209(1) (d). Accordingly, the provisions of clause 4(vii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(ix) (a) According to the records of the company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues of, wealth tax, sales tax, custom duty, excise duty and cess which have not been deposited on account any dispute.

(x) The Company has no accumulated losses as at March 31,2009 and it has not incurred any cash losses in the financial year ended on that date or 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 or banks.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, 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.

(xiv) In our opinion, the company has maintained proper records of the transactions and contracts and made timely entries therein. As per the records of the company, the shares, securities, debentures and other securities have been held in its own name.

(xv) According to the information and explanations given to us, the company had not given guarantees for loans taken by others from banks or financial institutions.

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

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised, if any, on short-term basis have been used for long-term investment.

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

(xix) No debentures have been issued by the Company and hence the question of creating securities in respect thereof does not arise.

(xx) During the year, the company has not raised money by public issue and hence question of disclosure and verification of end use of such monies does not arise.

(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, Mehul Thakker & Co. Chartered Accountant

(S.P. Thakker) Partner

Place : Ahmedabad Date : 07.07.2009

 
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