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Auditor Report of Artech Power & Trading Ltd.

Mar 31, 2015

We have audited the accompanying Standalone financial statements of "ARTECH POWER PRODUCTS LIMITED" which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year then ended, Cash flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements' Responsibility for 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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, 2015;

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

c) in case of Cash Flow Statement for the year ended 31st March 2015.

Emphasis of Matter:

There is no such matter came across to put emphasis on during the course of our Audit.

Report on Other Legal and Regulatory Requirements.

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(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, the Statement of Profit and Loss 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 comply with the Accounting Standards referred to in section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) In our Opinion and Explanation provided to us, to the best of our knowledge and belief there is not any financial transaction that affect adversely on the functioning of the company.

f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

g) To the best of our knowledge and belief and explanation provided to us Financial Control System in place are adequate and it is operating effectively.

h) With respect to other matters to be included in auditor's report in accordance with Rule 11 of Companies ( Audit and Auditors) Rule, 2014; in our opinion and to the best of our information and according to the explanation provided to us:

a. It may be noted that at present, no Rules relating to the amount of cess for rehabilitation or revival or protection of assets of sick industrial companies, payable by a company under section 269 of the Act have been notified by the central Government. Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued.

b. The company does not have any pending litigations which would impact on financial position

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

(i) In Respect of the Fixed Assets:

a) There is No Fixed Assets during the year.

(ii) In respect of its Inventories:

a) There is No Inventories during the year.

(iii) In respect of Loan:

a) The company has taken any loans from Companies, Firms or other parties and directors and relative of the Director; Register maintained under section 189 of the Act.

b) In our opinion, the terms and conditions, on which loans have been taken from companies, firms or other parties listed in the register maintained under section 189 of the Companies Act 2013 and from the companies under the same management, 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 regards to purchases of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of Contracts or arrangements referred to in Section 189 of the Companies Act, 2013:

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in into the register maintained under section 189 of the Companies Act, 2013 have been so entered.

In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/- or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

(vi) In our opinion and according to the information and explanations given to us, since the company has not accepted any deposits from the public the compliance with the provisions of sections 73 or any other relevant provisions of the Act and the rules frame there under with regard to the deposits accepted from the public are not applicable to the company. No order has been passed by the applicable authorities.

(vii) In respect of Statutory Dues:

a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March, 2015 for a period of more than six months from the date they become payable.

(viii) The company have accumulated losses of Rs. 2,14,62,961/-, during the year company has not incurred any cash losses.

(ix) According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2015 are not applicable to the company

(x) 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, 2015 are not applicable to the company.

(xi) In our opinion the company is dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4 (xiv) of CARO 2015 are applicable to the company as regards dealing in or trading in shares, securities and other investments. No records available for verification purpose.

(xii) As informed to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xiii) In our opinion, on the basis of information & explanations given to us, the term loans were not applied for the purpose for which they were raised.

(xiv) In our opinion, on the basis of information and explanations given to us funds raised on Short term basis have not been used for Long-term investment.

(xv) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 189 of the Act.

(xvi) The company has not issued any debentures during the period covered by our audit report.

(xvii) The company has not made any public issue of shares during the period covered by our audit report.

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

Date: May 29, 2015 For, Vishves A. Shah & Co. Place: Mumbai Chartered Accountants Firm No.121356W

(Vishves A. Shah) Proprietor M. No. 109944






Mar 31, 2014

We have audited the accompanying financial statements of "ARTECH POWER PRODUCT LIMITED", which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including 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.

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.

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 31,2014;

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

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

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; except AS 22 relating to the Taxes on Income read with notes forming part of accounts.

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.

f) It may be noted that at present, no Rules relating to the amount of cess for rehabitation or revival or protection of assets of sick industrial companies, payable by a company under section 441A of the Act have been notified by the central Government. Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT EVEN DATE

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

(i) In Respect of the Fixed Assets:

a) Proper records showing full particulars including quantitative details and situation of Fixed Assets of the company are being updated

b) The management physically verifies the fixed assets of the Company. No material discrepancies were noticed on verification.

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

In respect of its Inventories: Company has no inventories.

(iii) In respect of Loan:

a) The company has not taken any loans from Companies, Firms or other parties and directors and relative of the Director; Register maintained under section 301 of the Act.

b) In our opinion, the terms and conditions, on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 and from the companies under the same management, 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 regards to purchases of inventory, fixed assets and with regards to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of Contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/- or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

(vi) In our opinion and according to the information and explanations given to us, since the company has not accepted , any deposits from the public the compliance with the provisions of sections 58A, 58AA or any other relevant j provisions of the Act and the rules frame there under with regard to the deposits accepted from the public are not applicable to the company. No order has been passed by the applicable authorities.

(vii) In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company.

(ix) In respect of Statutory Dues:

a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(x) The company have accumulated losses of Rs. 5,33,73,099/-. The company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has opted for One Time Settlement Scheme for repayment of dues to financial institutions or banks in earlier year.

(xii) According to ttie information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company

(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 is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4 (xiv) of CARO 2003 are not applicable to the company as regards dealing in or trading in snares, securities and other investments.

(xv) As informed to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, on the basis of information & explanations given to us, the term loans were not applied for the purpose for which they were raised.

(xvii) In our opinion, on the basis of information and explanations given to us funds raised on Short term basis have not been used for Long-term investment.

(xviii)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) The company has not issued any debentures during the period covered by our audit report.

(xx) The company has not made any public issue of shares during the period covered by our audit report.

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

Date : 30th May, 2014 For, Vishves A. Shah & Co.

Place : Ahmedabad Chartered Accountants

Firm No.121356w

(Vishves A. Shah)

Proprietor

M. No. 109944


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s.Artech Power Products Limited ("The company") which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit & Loss for the year then ended, the Cashflow Statements 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 Aecounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of aecounting 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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of written representation received from directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Artech Power Products Limited on the accounts of the company for the year ended 31st March, 2013.

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

(i) The company does not have fixed assets. Therefore, the provisions of clause (i)(a) to (i)(c) of paragraph 4 of the said Order are not applicable to the company.

(ii) The company does not have any inventories. Therefore, the provisions of clauses (ii)(a) to (ii)(c) of paragraph 4 of the said Order are not applicable to the company.

(iii) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured to companies, firms, or other parties listed in the register maintained section 301 of the Companies Act 1956. Consequently , the provisions of clauses (iii)(b),(iii)(c) & (iii)(d) of the Order are not applicable to

e) The company has taken unsecured loans from 5 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs. 1,992,521 and the maximum amount involved during the year was Rs. 1,992,521.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be reapayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

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

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referredtto in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph i 4 of the Order is not aplicable to the company for the current year.

(vi) The company has not accepted any deposit from the public eovered under section 58A and 58AA of the Companies Act, 1956.

(vii As per information and explanations given by the management,the company has an internal audit

(viii) The provisions regarding maintenance of cost records under section 209(l)(d) of the Companies j

(ix) a) According to the records of the company, undisputed statutory dues including Provident Fund, ¦ Investor education and protection fund, Employees'' state insurance, Ineome tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the informations and explanations given to us there were no outstanding statutory dues as on 31st March, 2013 for a period of more than six months from the date they became payable.

b) According to the information & explanations given to us.there is no amounts payable in respect of income tax, wealth tax,Service tax, Sales tax,Customs duty & Excise duty which have not been deposited on account of any disputes. .

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to us, the company has not availed any loans from banks or financial institutions or through debentures.

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

(xiii) The company is not a Chit Fund or Nidhi/Mutual Benefit Fund/Society.Therefore,the provisions of this clause of the companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) According to the information & explanations given to us,the eompany has, not given any guarantee for loans taken by others from a bank or financial institution.

(xvi) Based on our audit procedures and on the information given by the management,we report that the company has not raised any term loans during the year.

(xvii) Based on the information & explanations given to us and on an overall examination of the balance

sheet of the company as at 31st March,2013, we report that no funds raised on short term basis have been used for long term investment by the company.

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

(xix) The company has no outstanding debentures during the period under audit.

(xx) The company has not raised any money by public issue during the year.

(xxi) Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor have we been informed of such case by the management.



For G Joseph & Associates Chartered Accountants Firm Reg. No. 00631 OS



Place: Cochin Date : 30/05/2013 Umesh L Bhat Partner Membership No.211364


Mar 31, 2012

We have audited the attached Balance Sheet of M/s.Artech Power Products Limited ("The company") as at 31st March, 2012 , Profit & Loss Account and the Cash Flow statement of the company for the year ended 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.

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

As required by the Statement on the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

Further 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 the audit.

ii. 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 those books.

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

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

vi. In our opinion and to the best of our information, and according to the explanation given to us, 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 the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of Artech Power Products Limited on the accounts for the year ended 31st March, 2012.

(i) The company does not have fixed assets. Therefore, the provisions of clause (i)(a) to (i)(c) of paragraph 4 of the said Order are not applicable to the company.

(ii) The company does not have any inventories. Therefore, the provisions of clauses (ii)(a) to (ii)(c) of paragraph 4 of the said Order are not applicable to the company.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.1630,521 and the maximum amount involved during the year was Rs.1630,521 .

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be reapayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) 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 nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not aplicable to the company for the current year.

(vi) The company has not accepted any deposit from public within the meaning of section 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 framed thereunder. The appeal filed by the Registrar of Companies, Kerala against the company with the Hon''ble Kerala High Court, as specified in point no.4 of Notes to Accounts forming part of Schedule 11 to financials statements, is yet to be disposed off.

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

(viii) The provisions regarding maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it. As explained to us, no undisputed amounts payable were in arrears, as on 31st March, 2012 for a period of more than six months from the date they became payable.

b) There is no amount payable in respect of the aforesaid statutory dues that have not been deposited on account of any disputes.

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year; however the company has not incurred cash losses in the immediately preceeding financial year.

(xi) As per the information and explanations given to us, the company has not availed any loans from banks or financial institutions or through debentures.

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans taken by the company have been applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

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

(xix) In our opinion,the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

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

For G Joseph & Associates

Chartered Accountants

Firm Reg. No. 006310S

Sd/-

Place : Cochin

Date : 21/08/2012 Partner

Membership No.211364


Mar 31, 2011

We have audited the attached Balance Sheet of M's. Artech Power Products Limited ("The company") as at 31st March, 2011 and the Profit & Loss Account of the company for the year ended 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.

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

As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Ameiidment) Order. 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. 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 Admixture a statement on the matters specified in paragraphs 4 and 5 of the Order

Further we report :-

i. We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary far the purpose of the audit

ii. 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 those books.

in The Balance Sheet. Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

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

v On the basis of written representation received from directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as ou31sr March. 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956.

vi. In our opinion and to the best of our information, and according to the explanation given to us, 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 the- case of the Balance Sheet, of the state of affairs of the company as at i1st March. 2011:

b) in the case of the Profit & Loss Account of the Profit 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 Thai date.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even dale to the members of Artech Power Products Limited on the accounts for the

(i) The company does not have fixed assets. Therefore, the provisions of clause (i)(a) to (i)(c) of paragraph 4 of the said Order are not applicable to the company.

(ii) The company does not have any inventories. Therefore, the provisions of clauses (ii)(a) to (ii)(c) of paragraph 4 of the said Order are not applicable to the company.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iu)(b) to (m)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 2 parties. At the year end. the outstanding balance of such loans taken aggregated to Rs.630,521 and the maximum amount involved during the year was Rs.917.521.

f) The rate of interest and other terms and conditions of such loans are. in our opinion, prima facie not prejudicial to die interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) 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 nature of its business for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act. 1956 during the year that need to be entered in the register maintained under that section. Accordingly. Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has not accepted any deposit from public within the meaning of section 58 A and 58 AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules. 1975 framed there under. The appeal filed by the Registrar of Companies. Kerala against the company with the Honljle Kerala High Court, as specified in point no.4 of Notes to Accounts forming part of Schedule 11 to financials statements, is yet to be disposed off.

(vii) In our opinion, the company's internal audit system is commensurate with its size and its nature of activities. yni) The provisions regarding maintenance of cost records under section 209(1 (d) of the Companies Act. 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us. the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund. employees' state insurance, income tax wealth tax. service tax. customs duty, excise duty7, cess and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year.

b) There is no amount payable in respect of the aforesaid statutory dues that have not been deposited on account of any disputes.

(x) The accumulated losses of the company at the end of tire financial Year is more than fifty percent of the net worth; but the company has not incurred cash losses during the current financial year and in the immediately proceeding financial year.

(xi i As per the information and explanations given to us. die company has not availed any loans from banks or financial institutions or through debentures.

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

xiii) The provisions of any special statute applicable to Chit Fund or Xydis or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company leas not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to tile information and explanations given to us, the term loans taken by the company have been applied for the purpose for which they were obtained.

(Xvii) According to file information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments'.

(Xviii) Tile company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act. 1956 during the year

(xix) In our opinion. the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year. [xxi) According to tile information and explanations given to us. during the year, no fraud on or by the company has been noticed or reported.

For G Joseph & Associates

Charetered Accountants

FimiReg.No.006310S



Place : Cochin Umesh L Bhat

Date : 21/11/2011 Partner

Membership No .211364


Mar 31, 2010

1 We have audited the attached Balance Sheet of M/s ARTECH POWER PRODUCTS LIMITED (The company") as at 31st March, 2010, the Profit & Low Account and Cash Flow statement of the company for the year ended 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 have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the bass of such checks of the books and records of the Company as we considered appropriate and according to the information arid explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. .

4 The company had stopped its operations in the first week of April. 2000. The operations diet not recommence there after. During the year, the company has sold/written off the entire fixed assets. In our opinion and without qualifying our report, we draw attention to the tact that the accounting assumption of going concern is impaired as (Mailed in Note No.1 of Schedule No.11. Necessary adjustments have been made to the values of the assets and liabilities of the company as at the year end.

5 During the year the company has disposed off Its plant and machinery and other factory assets. The company has not provided for the sales tax liability, if any, on the above transaction. In the absence of adequate records In support of the transactions, we are unable to quantify the liability and its impact on the profit for the year and on the assets/liabilities as at the year end. Subject to the 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 the audit.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as it appears from our examination of these books.

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and (ha cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (X) Of section 211 of the Companies Act 1956.

v. At the directors have attracted disqualification as on 31 at March 2010 as the company has not /Had the Annual accounts and Returns for last three years in terms of Section 274 (1) (g) of the Companies Act, 1956.

vi. Subject to Paragraph 5 above, we report that

a) in the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2010; and

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

c) In the case of Cash Bow statement, the cash torn for the year ended on that date, represent a true and Mr view.

Statement referred to in our report of even date to the member of ARTECH POWER PROUCTS LIMITED on the accounts for the year ended 31st March, 2010

(i)a The company has maintained records showing particulars Inducting quantitative details and situation of fixed assets, but the same requires to be updated.

b As per the information and explanations given to us, the fixed assets ham not been physically verified by the management

c The company has disposed off all its fixed assets during the year and hence the going concern status of the company has been affected.

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year. However, the company do not have any Inventory as at the year end.

b We are unable to comment on clauses (II) (b) & (c) of the Order, since physical verification has not been carried out by the company during the year.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, of other patties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.917,527 and the maximum amount involved during the year was Rs.85,67,364.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prime fade not prejudicing the Interest of the company.

g) The terms of repayment far the above loans have not been stipulated, but the same are stated to be repayable on demand Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) As the company did not carry on any business during the year, clause no(iv) of the Order or internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangement referred to in section 301 of the Companies Act. 1956 during the year that need to be entered to the register maintained under that section. Accordingly. Clause (v) (b)of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) During the year, the company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that entire Deposits and interests were repaid / settled after significant delay.

(vii) In our opinion, the company does not have an internal audit system.

(viii) The provisions regarding maintenance of cost records under section 209(1 «d) of the Companies Act, 1956 are not applicable to the company,

(ix) a) According in the information and explanations provided to us. the company was generate regular in depositing with appropriate authorities undisputed statutory dues Including provident fund, investor education and protection fund, employees' state insurance. Income tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it.

b) As per the information given to us, there are no statutory dues which have not been deposited on account of any disputes.

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to us, the company has defaulted in repayment of dues to IDBI Bank Ltd amounting to Rs.494.80 lakhs, to Stats Bank of Travancore amounting to Rs. 126.28 lakhs and to Kerala State Industrial Development Corporation Ltd amounting to Rs 68.95 lakhs. However, as at the year end. all the dues to the financial Institutions and banks were duty settled.

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us. the company is not a dealer or trader in securities.

(xv) As explained to us. the company has not given any guarantee tor loans taken by others from bank or financial Institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the Information and explanations given to us. the term loans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

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

(xix) In our opinion the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the yaw.

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

For G Joseph & Associates

Chartered Accountants

(Firm Reg.No. 006310S)

Umesh L.Bhat

Place: Cochin Partner

Date: 13.09.2010 Membership No.211364


Mar 31, 2009

1 We have audited the attached Balance Sheet of M/s ARTECH POWER PROOUCTS LIMITED (The company") as at 31st March, 2009; the Profit & loss Account and Cash Flow statement of the company for the year ended 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 have conducted our audit In accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial Statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the 'Order'), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

4 The company had stopped Its operations in the first week of April, 2000. The operations did not recommence there after. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets (hat have been necessary, as the company Is unable to continue as going concern. '

5 Subject to Point 5 In the Notes to Accounts In Schedule 11 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No. 19 of Notes to Accounts In Schedule 11 and non-reconciliation and non-conformation of balances of sundry debtors, sundry Creditors,Loans and advances bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IOBI} and State Bank Travancore (SBT) and fixed deposits accepted, we report that:-

i. We have obtained all the Information and explanations, which to the test of our knowledge and belief were necessary for the purpose of the audit '

ii. 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 these books, subject to those mentioned In para(S) above

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in. sub-section (X) of section 211 of the Companies Act. 1958 subject to

(I) non compliance of Accounting Standard 2 on Valuation of Inventories 'by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the toss for the year and on the value of inventories In the absence of adequate' Information.

(II) non compliance of Accounting Standards 10 on 'Accounting for, Fixed Assets' by stating fixed assets at historical cost rather then net realizable value. The diminution In the value of asset baa not bean ascertained and we are unable to quantify Its impact on the value of assets and on the loss for the year. '

(iii)non compliance with the requirements of Accounting Standard 6 on "Depredation Accounting' by not providing adequate depredation based on the expected useful life end residual Me of the asset In view of the non utilization Of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depredation reserve. 1" for) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits In the Financial Statements of Employers' by not providing for gratuity and leave encashment, the Impact of which on the loss tor the year and on the provision for gratuity and leave encashment could not be quantified.

v. AH the directors have attracted disqualification as on 31atManh 2009 as the company has not filed the Annual accounts and Returns for last three years in terms of Section 274 (1) (g) of the Companies Act, 1956.

vi. Due to the significance of the matters discussed in Paragraph 4 & 5 above, report that

a) In the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2009; and

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

c) In the case of Cash Row statement, the cash flows for the year ended on that date. do not represent a true and fair view.

ANNEXURE TO THE AUDITORS REPORT .

Statement referred to In our report of even date to the members of ARTECH POWER PROOUCTS LIMITED on the accounts (or the year ended 31st March, 2009 . .

(i) a The company has maintained records showing particulars including quantitative details and situation at fixed assets, but the same requires to be updated.

b As per the information and explanations given to us, the fixed assets have net been physically verified by the management.

c The company has not disposed off substantial pert of its fixed assets during the year,

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

b we are unable to comment on clauses (M) (b) 4 ('c)of the Order, since physical verification has not been carried Out by the Company during the year.

(iii) The company has not granted any loans, secured or unsecured to compentoe, firms, or other parties, covered in the register maintained wider section 301 of the Act Clauses (l)(b) to (WXd) of paragraph 4 of *the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.85,67,364 and the maximum amount involved during the year was Rs.5.67.364.

f) The rate of interest and other terms and conditions of such loans are, In our opinion, prima fade not prejudcial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are altered to be repayable On demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(Iv) As the company did not carry on any business during the year, eta use no.(iv) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable. ' 1 '

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to In section 301 of the Companies Act 1956 during the year that need to be entered In the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to this company for this current year,

(vi) The company has violated the provisions of Section S6A of the Companies Act, 19M. to the extant that certain deposits and Interest were not paid even after the claim was raised.

(vii) In our opinion, the company does not have an internal audit system.

(viii) the provisions regarding maintenance of cost records under section 209(1 Kd) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular In depositing with appropriate authorities undisputed statutory dues Including provident fund. Investor education and protection fund, employees' state Insurance, Income tax wealth tax, service tax, customs duty, excise duty, cess end other malarial statutory dues, applicable to It. The following were outstanding for a period of more then six months on the lest day of (he finance/ year-

Amount Period to which Name of statute Nature of dues (Rs.) the amount relates

Income Tax Act. 1981 Tax Deducted at source 48,475 1938-1999

Employer & employee

Provident Fund dues contribution 177,014 1998-1999

b) At per the information given to us, there are no statutory dues which have not been deposited on account of any disputes

(x) The accumulated losses of the company at the end of the financial year Is more than fifth percent of the net worth and me company has Incurred cash losses during the currant financial year and in the Immediately preceding financial year.

(xi) As par the Information and explanations given to us. the company has defaulted In repayment of dues to IDBI amounting to Rs.492.80lakhs, to-SBT amounting to Rs.106.93 lakhs and to KSIDC amounting to Rs.62.88 lakhs

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society am not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader In securities

(xv) As explained to us, me company has not given any guarantee for loans taken by others from bank or financial institutions .the terms and conditions whereof, are prejudicial to the Interest of the company.

(xvi) According to the information and explanations given to us, the term loans taken by the company wire applied for the purpose tor which they were obtained.

(xvii) According to the Information and explanations given to us and on an overall examination of the balance sheet ofthe comply, we report that no funds raised on short term basis have been used for long term Investments.

(xviii) . The has not made any preferential allotment of shares to parties covered in the register maintained under section 301 ofthe Companies Act 1B66 during the year

(xix) In our opinion, me company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

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

For G Joesph & Associates Chartered Accountants

(Firm Reg.No.006310S)

Umesh L Bhat

Place Cochin Partner Date : 13.09.2010 Membership No.211364


Mar 31, 2008

1 we have audited the attached Balance of M/s ARTECH POWER PRODUCTS LIMITED (-The company-) as at 31st March 2006, the Profit & Loss Account and Cash Flow statement of the company for the year ended that data annexed thereto These financial statements based on our audit.

2.We have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we reasonable assurance about whether the financial statements are free from material examining, on a test basis, evidence supporting the amounts and disclosures In the financial statements and also Includes assessing the accounting principles used and significant estimates made by management as wall as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) Amendment) Order, 2004 (together the 'Order-), Issued by the Central Government of India in in terms of subsection (4A)of section 277 of the companies act the Companies Act, 1956, 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 given in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

4.The company had stopped its operation in the first week of April 2000. the operations did not recommence there after . the ability of The company to continue as a going concern is several impaired . the company has prepared the financial statements with out making any adjustments in the value of fixed assets that have been necessary as the company is unable to continue as going concern

5.Subject to point 2 & 6 in the notes to accounts in schedule 11 regarding the non availability of certain books and records information on dues to small scale units in more no.20 of accounts in schedule 17 and non reconciliation and non conformation of balance of sundry debtors sundry creditors loan and advances banks accounts loans from Kerala state industrial development corporatizing Limited (KSIDC) Industrial Development Banks of India (IDBI)and state Bank Travancore (SBT) and Fixed deposits accepted 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 the audit

li. In our opinion, proper books of accounts as required by law have been kept by the company so fares appear? from our examination of these books, subject to those mentioned in pan,(5) above examination

iii. Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of

iv. In our opinion the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in subjection (3C) of section 211 of the Companies Act, 1956,subject to , (i)Non compliance of accounting standard 2 on valuation of inventories by stating the value of inventory as at the year end at cost with out considering the realizable value . We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of adequate information.

(u) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating fixed assets at historical cost rather than net realizable . The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year

(iii)non compliance with the requirements of accounting standard 6 on Depreciation Accounting by not providing adequate depreciation based on the expected use full life and residual life of the assets in view of the non utilization of the asset since April 2000 . We are unable to quantify the additional deprecation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(rv) non compliance with the requirements of Accounting Standard 15 on Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the toss for the year and on the provision for gratuity and leave encashment could not be quantified.

v. All the directors have attracted disqualification as on 31st March 2008 as the company has not filed the Annual accounts and Returns for last three years in terms of Section 274 (1) (g) of the Companies Act, 195$.

vi. Due to the significance of the matters discussed in Paragraph 4 & 5 above, we report that

a) In the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2008; and

b) In the case of the Profit & Loss Account, the Loss for the year ended on that date; and

c) In the case of Cash Row statement, the cash flows for the year ended on that date. do not represent a true and fair view.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of ARTECH POWER PRODUCTS LIMITED on the accounts for the year ended 31st March, 2008.

(I) a The company has maintained records showing particulars including quantitative details and situation of Axed assets, but/he same requires to be updated.

b As per the Information and explanations given to us. the fixed assets have not been physically verified by the management.

c The company has not disposed oil substantial part of its fixed assets during the year.

(II} a The stocks of finished goods, raw materials and work-in-process haw not been physically verified by the management during the year/at year end. .

b We are unable to comment on clauses (ii) (b) & (c) of the Order, since physical verification has not been carried out by the company during the year,

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, coveted in the register maintained under section 301 of the Act Clauses (iii(b) to (iii(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.70,31,876 and the maximum amount Involved during the year was Rs.70,31,876

f) The rate of Interest and other terms Mid conditions of such loans are, In our opinion, prima fade not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable or demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) As the company did not carry on any business during the year, clause no.(iv) of the Order on Internal control procedures relating to the purchase of stores, raw material. Including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable. -

(v) In our opinion end according to the Information and explanations given to us. there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered m the register maintained under that section. Accordingly, Clause (v)

(b) of the paragraph 4 of the Order Is not applicable to the company for the current year, '

(vi) The company has Rotated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even alter the claim was raised. '

(vii) In our opinion, the company do not have an Internal audit system

(vi) The provisions regarding maintenance of cost records under section 209(1)(d) of the Companies Act. 1956 are not applicable to the company.

(x)The accumulated loses of the company at the end of the financial year is more than fifty percent of the not worth and the company has incurred cash losses during the current financial year and in the immediately proceeding financial year.

(xi)As per the information and explanation given to us the company has defaulted in repayment of dues to IDBI amounting to Rs 492.00 lakhs to SB amounting to Rs 126.27 lakhs and to KSIDC amounting to rs 88.94 lakhs

(xii) the company has not granted any loans and advanced on the basis of security by way of pledge of shares debentures and other securities

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us. the company is not a dealer or trader in securities.

(xv)As explained to us the company has not given any guarantee for loans taken by other from bank or financial institutions the terms and condition were of are prejudicial to the interest of the company

(Xvi)According to the information and explanations given to us the term leans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments

(xviii) The company has not made any preferential allotment of share s to partied covered in the register maintained under section 301 of the Companies Act 1956 during the year

(xix) in our opinion ,the company has not issued any debentures during the year. "

(XX) The company has not raised any money by way of public Issue during the year.

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

For G Joseph & Associates

Chartered Accountants

(Firm RegNo,006310S) Place: Cochin Umesh L Bhat

Date : 13/09/2010 Partner

Membership No 211384


Mar 31, 2007

1 We have audited the attached Balance Sheet of M/s. ARTECH POWER PRODUCTS LIMITED ("The company") as at 31st March, 2007, the Profit & Loss Account and Cash Flow statement of the company for the year ended 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 have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

4 The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

5 Subject to Point 2 & 5 in the Notes to Accounts in Schedule 17 regarding the non availability of certain books . and records, information on dues to Small Scale Units in Note No.21 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 the audit

ii. 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 these books subject to those mentioned in Para(5) above

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of adequate information.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost at rather than the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(iii)non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

v. All the Directors have attracted disqualification as on 31st March 2007 as the Company has not filed the Annual Accounts and Returns for last 3 years and non repayment of FDs in terms of Section 274(1)(g) of the Companies Act 1956.

vi. Due to the significance of the matters discussed in Paragraphs & 5 above, we report that

a) in the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2007; and

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

c) In the case of Cash Flow statement, the cash flows for the year ended on that date. do not represent a true and fair view.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of ARTECH POWER PRODUCTS LIMITED on the accounts for the year ended 31st March, 2007.

(i) a The company has maintained records showing particulars including quantitative details and situation of fixed assets put the same requires to be updated. '

b As per the information and explanations given to us, the fixed assets have not been physically verified by the management.

c The company has not disposed off substantial part of its fixed assets during the year.

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

b We are unable to comment on clauses (ii) (b) & ('c) of the Order, since physical verification has not been carried out by the company during the year.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.60,30,476 and the maximum amount involved during the year was Rs.60,30,476.00.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be re payable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) As the company did not carry on any business during the year, clause no.(iv) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

(v) In our opinion and according to the information and Explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claim was raised.

(vii) In our opinion, the company's internal audit system is not commensurate with the size and nature of its activities

(viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cuss and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year

Amount Period to which

Name of statute Nature of dues (Rs.) the amount relates

Income Tax Act ,1961 Tax Deducted at source 48,475 1998-1999

Kerala General Sal es Tax Act Sales Tax 172,179 1999-2000

b) As per the information given to us, the following statutory dues have not been deposited on account of any disputes:-

Amount Period to which Forum where Nature of statute Nature of dues (Rs.) the amount relates dispute is pending

Sales Tax Dept Sales Tax 20,880 ,000 1999-2000 High Court of Kerala

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to us, the company has defaulted in repayment of dues to IDBI amounting to Rs.494,80 lakhs, to SBT amounting to Rs.126.28 lakhs and to KSIDC amounting to Rs.68.95 lakhs '

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

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

(xix) In our opinion, the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

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

For G Joseph & Associates

Chartered Accountants

(Firm Reg. No. 00631 OS)

Umesh L Bhat Place: Cochin Partner Date : 10.07.2010 Membership No.211364


Mar 31, 2006

1 We have audited the attached Balance Sheet of M/S.ARTECH POWER PRODUCTS LIMITED ("The company") as at 31 St March, 2006, the Profit & Loss Account and Cash Flow statement of the company for the year ended 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 have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

4 The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

5 Subject to Point 2 & 5 in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No. 21 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 the audit

ii. 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 these books subject to those mentioned in Para(5) above

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of adequate information.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost at rather than the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(iii)non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depredation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

v. All the Directors have attracted disqualification as on 31st March 2006 as the Company has not filed the Annual Accounts and Returns for last 3 years and non repayment of FDs in terms of Section 274(1)(g) of the Companies Act 1956.

vi. Dub to the significance of the matters discussed in Paragraph 4&5 above, we report that

a) in the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2006; and

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

c) In the case of Cash Flow statement, the cash flows for the year ended on that date. do not represent a true and fair view. .

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of ARTECH POWER PRODUCTS LIMITED on the accounts for the year ended 31st March, 2006.

(i) a The company has maintained records showing particulars including quantitative details and situation of fixed assets put the same requires to be updated.

b As per the information and explanations given to us, the fixed assets have not been physically verified by the management.

c The company has not disposed off substantial part of its fixed assets during the year,

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

b We are unable to comment on clauses (ii) (b) & ('c) of the Order, since physical verification has not been carried out by the company during the year.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.16,93,576.00 and the maximum amount involved during the year was Rs.16,93,576.00.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable on demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) As the company did not carry on any business during the year, clause no.(iv) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has violated the provisions of Section 58A of the Companies Act, f956, to the extent that certain deposits and interest were not paid even after the claim was raised.

(vii) In our opinion, the company's internal audit system is not commensurate with the size and nature of its activities

(viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cuss and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year:- Amount Period to which

Name of statute Nature of dues (Rs.) the amount relates

Income Tax Act,1961 Tax Deducted at source 48,475 1998-1999

Kerala Genera sales Tax Act Sales Tax 172,179 1999-2000

b) As per the information given to us, the following statutory dues have not been deposited on account of any disputes:- .

Amount Period to which Forum where Nature of statute Nature of dues (Rs.) the amount relates dispute is pending

Sales Tax Dept Sales Tax 20,880 ,000 1999-2000 High Court of Kerala_

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to us, the company has defaulted in repayment of dues to IDBI amounting to Rs.494.80 lakhs, to SBT amounting to Rs.168.93 lakhs and to KSIDC amounting to Rs.68.95 lakhs

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According truth information and explanations given to us, the term loans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

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

(xix) In our opinion, the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

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

For G Joseph & Associates

Chartered Accountants

(Firm Reg.No.00631OS)

Umesh L Bhat

Place: Cochin Partner

Date : 10.07.2010 Membership

No.211364


Mar 31, 2005

1 We have audited the attached Balance Sheet of M/s.ARTECH POWER PRODUCTS LIMITED ("The company") as at 31st March, 2005, the Profit & Loss Account and Cash Flow statement of the company for the year ended 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 have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

4 The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

5 Subject to Point 2 & 5 in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No.21 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 the audit

ii. 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 these books, subject to those mentioned in Para(5) above

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of adequate information.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost at rather than the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(iii)non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

v. All the Directors have attracted disqualification as on 31st March 2005 as the Company has not filed the Annual Accounts and Returns for last 3 years and non repayment of FDs in terms of Section 274(1)(g) of the Companies Act 1956.

vi. Due to the significance of the matters discussed in Paragraph 4&5 above, we report that

a) in the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2005; and

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

c) In the case of Cash Flow statement, the cash flows for the year ended on that date. do not represent a true and fair view.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of ARTECH POWER PRODUCTS LIMITED on the accounts for the year ended 31st March, 2005.

(i) a The company has maintained records showing particulars including quantitative details and situation of fixed assets the same requires to be updated.

b As per the information and explanations given to use fixed assets have not been physically verified by the management.

C)The company has not disposed off substantial part of its fixed assets during the year.

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

b We are unable to comment on clauses (ii) (b) & ('c) of the Order, since physical verification has not been carried out by the company during the year.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iii)(b) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.16,01,576.00 and the maximum amount involved during the year was Rs.16,01,576.00.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

iv) As the company did not carry on any business during the year, clause no.(iv) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has violated the provisions of Section 5BA of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claim was raised.

(vii) In our opinion, the company's internal audit system is not commensurate with the size and nature of its activities

(viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company.

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year:-

Amount Period to which

Name of statute Nature of dues (Rs.) the amount relate;

Tax Deducted at

Income Tax Act,1961 source 48,475 1998-99

Kerala General Sales Tax Act Sales Tax 172,179 1999-2000

b) As per the information given to us, the following statutory dues have not been deposited on account of any disputes:-

Amount Period to which Forum where Nature of statute Nature of dues (Rs.) the amount relate: dispute is pending

Sales Tax Pep Sales Tax 20,880,000 1999-2000 High Court of Kerala

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to usuries company has defaulted in repayment of dues to IDBI amounting to Rs.494.80 lakhs, to S8Tamounting to Rs. 168.93 lakhs and to KSIDC amounting to Rs.68.95 lakhs

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

xviii) The company has not made any preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) In our opinion. the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the year.

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

For G Joseph & Associates

Chartered Accountants

Umesh L Bhat

Place: Cochin Partner

Date : 10.07.2010 Membership No.211364


Mar 31, 2004

1 We have audited the attached Balance Sheet of M/s. ARTECH POWER PRODUCTS LIMITED ("The company") as at 31st March, 2004, the Profit & Loss Account and Cash Flow statement of the company for the year ended 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 have conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statements. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Statement on the Companies (Auditor's Report) Order 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, 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 paragraphs 4 and 5 of the Order.

4 The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

5 Subject to Point 2 & 5 in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No. 20 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 the audit.

ii. 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 these books, subject to those mentioned in Para(5) above

iii. The Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of accounts.

iv. In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of adequate information.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost at rather than the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(iii)non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

v. All the Directors have attracted disqualification as on 31st March 2004 as the Company has not filed the Annual Accounts and Returns for last 3 years and non repayment of Fads in terms of Section 274(1 )(g) of the Companies Act 1956.

vi. Due to the significance of the matters discussed in Paragraph 4 &5 above, we report that;

a) in the case of the Balance Sheet, the state of affairs of the company as at 31st March, 2004; and

b) In the case of the Profit & Loss Account, the Loss for the year ended on that date.

c) In the case of Cash Flow statement, the cash flows for the year ended on that date. do not represent a true and fair view.

ANNEXURE TO THE AUDITORS REPORT

Statement referred to in our report of even date to the members of ARTECH POWER PRODUCTS LIMITED on the accounts for the year ended 31st March, 2005.

(i) a The company has maintained records showing particulars including quantitative details and situation of fixed assets, but the same requires to be updated.

b As per the information and explanations given to suite fixed assets have not been physically verified by the management.

c The company has not disposed off substantial part of its fixed assets during the year.

(ii) a The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

b We are unable to comment on clauses (ii) (b) & ('c) of the Order, since physical verification has not been carried out by the company during the year.

(iii) The company has not granted any loans, secured or unsecured to companies, firms, or other parties, covered in the register maintained under section 301 of the Act. Clauses (iiiXb) to (iii)(d) of paragraph 4 of the said Order are not applicable to the company.

e) The company has taken unsecured loans from 3 parties. At the year end, the outstanding balance of such loans taken aggregated to Rs.14,72,878 and the maximum amount involved during the year was Rs.14,72,878.00.

f) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the company.

g) The terms of repayment for the above loans have not been stipulated, but the same are stated to be repayable demand. Since the company is stated to have received no demand for repayment of the above loans, there has been no default on the part of the company.

(iv) As the company did not carry on any business during the year, clause no.(iv) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

(v) In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956 during the year that need to be entered in the register maintained under that section. Accordingly, Clause (v) (b) of the paragraph 4 of the Order is not applicable to the company for the current year.

(vi) The company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claim was raised.

(vii) In our opinion, the company's internal audit system is not commensurate with the size and nature of its activities

(viii) The provisions regarding maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 are not applicable to the company

(ix) a) According to the information and explanations provided to us, the company was not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, applicable to it. The following were outstanding for a period of more than six months on the last day of the financial year:-

Amount Period to which Name of statute Nature of dues (Rs.) the amount relate:

Tax Deducted at

Income Tax Act, 1961 source 48,475 1998-99

Kerala General Sales Tax Act sales Tax 172,179 1999-2000

b) As per the information given to us, the following statutory dues have not been deposited on account of any disputes:-

Amount Period to which Forum where Nature of statute Nature of dues (Rs.) the amount relate dispute is pending

Sales Tax Pep Sales Tax 20,880,000 1999-2000 High Court of Kerala

(x) The accumulated losses of the company at the end of the financial year is more than fifty percent of the net worth and the company has incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) As per the information and explanations given to suffer company has defaulted in repayment of dues to IDBI amounting to Rs. 494.80 lakhs, to SB T amounting to Rs168.93 lakhs and to KSIDC amounting to Rs. 68.95 lakhs

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

(xiii) The provisions of any special statute applicable to Chit Fund or Nidhi or Mutual Fund Society are not applicable to the company.

(xiv) In our opinion and according to the explanations given to us, the company is not a dealer or trader in securities.

(xv) As explained to us, the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, are prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us, the term loans taken by the company were applied for the purpose for which they 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 no funds raised on short term basis have been used for long term investments.

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

(xix) In our opinion. the company has not issued any debentures during the year.

(xx) The company has not raised any money by way of public issue during the' year. (xxi) According to the information and explanations given to us, during the year, no fraud on or by the company has been noticed or reported.

For G Joseph & Associates

Chartered Accountants

(Firm Reg.No.006310S)

Umesh L Bhat

Place: Cochin Partner

Date : 10.07.2010 Membership No.211364


Mar 31, 2003

We have examined the attached Balance Sheet of M/s. Artech Power Products Limited as at 31st March, 2003 and also the Profit and Loss Account for the year ended on that date annexed thereto.

We report that,

1. The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

2. Subject to Point 2&5in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No.20 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 it appears from our examination of the books.

iii) the Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

3. The Profit & Loss Account and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, subject to;

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of stock records.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost rather than at the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(ii) non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

4. All the Directors have attracted disqualification as on 31st March 2003 as the Company has not filed the Annual Accounts and Returns for last 3 years and non repayment of FDs in terms of Section 274(1)(g) of the Companies Act 1956.

5. Due to the significance of the matters discussed in Paragraph 1,2 & 3 above,

i. in the case of Balance Sheet, the state of affairs of the company as at 31st March, 2003, and,

ii. in the case of Profit and Loss Account, the Profit for the year ended on that date. do not represent a true and fair view.

6. In terms of Manufacturing and Other Companies (Auditor's Report) Order 1988, issued by the Company Law Board, Government of India, under section 227 (4A) of the Companies Act, 1956, we further report, on the matters specified in paragraphs 4 and 5 of the said Order, that:-

i.a). The company is having a fixed asset register, which however needs to be updated.

b). The company had not carried out any physical verification during the year.

ii) None of the fixed assets have been revalued during the year.

iii). The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

iv) We are unable to comment on clauses (iv) & (v) to the Order since physical verification has not been carried out by the company during the year.

(vi) In the absence of inventory records, we are unable to comment whether the valuation of inventory is fair and proper. The inventory is valued at cost, without considering the realizable value which is not hi accordance with the basis of valuation followed in the preceding year. The impact of the deviation in the basis of valuation could not be quantified in the absence of proper records.

vii. The Company has taken certain unsecured loans from directors. The terms and conditions of such loans are not prima facie prejudicial to the interests of the Company. As explained to us, there are no other companies under the same management.

viii. The Company has not granted any loans to companies, firms or other parties listed in the register maintained under Section 301 and / or to companies under the same management as defined from section 370 (1B) of the Companies Act, 1956, which are prejudicial to the interests of the company.

ix. Loans or advances in the nature of" loan have not been given by the Company.

x. As the company did not carry on any business during the year, clause no.(x) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

xi. As per the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services have been made in pursuance of contracts or arrangements which are to be entered in the registers maintained u/s Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.50,000/- or more in respect of each party.

xii. In the absence of adequate inventory records, we are unable to comment on whether there were any unserviceable or damaged stores, raw materials and finished goods in the inventory of the company as on 31.03.2003 which were required to be written off.

xiii. The company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claim were raised.

xiv. In our opinion, reasonable records have not been maintained for recording the generation and sale of scrap during the year.

xv. The Company does not have an internal audit system.

xvi. To the best of our knowledge the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

xvii. There were no dues of Provident Fund and Employees' State Insurance during the year and consequently clause no. (xvii) of the order is not applicable.

xviii. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty and Excise Duty which are outstanding as on 31st March, 2003, for a period of more than six month from the date they became payable, other than Tax Deducted at Source relating to the year 98-99, not remitted, amounting to Rs.48.475/- and Sales Tax Payable Rs. 172,179.

xix. According to the records of the company and as per the information and explanations given to us, no personal expenses have been charged to the Revenue Accounts other than those payable under contractual obligations or in accordance with the generally accepted business practice.

xx. As explained to us and according to the records of the Company, the company is a registered SSI unit and hence the provisions of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the company.

xxi. In the absence of adequate records, we are unable to comment whether the company has any damaged goods relating to the trading activities of the company, which requires provisioning, in the absence of adequate records.

For G JOSEPH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Firm Reg.No.006310S)

UMESHLBHAT

PLACE : COCHIN - 20 PARTNER

DATE : 10.07.2010 M.No.211364


Mar 31, 2002

1. The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

2. Subject to Point 2 & 5 in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No. 18 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 it appears from our examination of the books.

iii) the Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

3. The Profit & Loss Account and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, subject to;

(i) non compliance of Accounting Standard 2 on 'Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of stock records.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost rather than at the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(ii) non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

4. On the basis of written representation received from Directors and taken on record by the Board, we report that none of the Directors are disqualified as on 31.03.2002 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act 1956.

5. Due to the significance of the matters discussed in Paragraph 1,2 & 3 above,

i. in the case of Balance Sheet, the state of affairs of the company as at 31st March, 2002, and,

ii. in the case of Profit and Loss Account, the Loss for the year ended on that date. do not represent a true and fair view.

6. In terms of Manufacturing and Other Companies (Auditor's Report) Order 1988, issued by the Company Law Board, Government of India, under section 227 (4A) of the Companies Act, 1956, we further report, on the matters specified in paragraphs 4 and 5 of the said Order, that:-

i.a) The company is having a fixed asset register, which however needs to be updated.

b) The company had not carried out any physical verification during the year.

ii) None of the fixed assets have been revalued during the year.

iii)The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

iv) We are unable to comment on clauses (iv) & (v) to the Order since physical verification has not been carried out by the company during the year.

vi) In the absence of inventory records, we are unable to comment whether the valuation of inventory is fair and proper. The inventory is valued at cost, without considering the realizable value which is not in accordance with the basis of valuation followed in the preceding year. The impact of the deviation in the basis of valuation could not be quantified in the absence of proper records.

vii) The Company has taken certain unsecured loans from directors. The terms and conditions of such loans are not prima facie prejudicial to the interests of the Company. As explained to us, there are no other companies under the same management.

viii) The Company has not granted any loans to companies, firms or other parties listed in the register maintained under Section 301 and / or to companies under the same management as defined from section 370 (1B) of the Companies Act, 1956, which are prejudicial to the interests of the company.

ix) Loans or advances in the nature of loan have not been given by the Company.

x) As the company did not carry on any business during the year, clause no.(x) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

xi) As per the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services have been made in pursuance of contracts or arrangements which are to be entered in the registers maintained u/s Section 301 of the Companies Act, 1956, and aggregating during the year to Rs.50,000/- or more in respect of each party.

xii) In the absence of adequate inventory records, we are unable to comment on whether there were any unserviceable or damaged stores, raw materials and finished goods in the inventory of the company as on 31.03.2001 which were required to be written off.

xiii) Tire company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claims were raised.

xiv) In our opinion, reasonable records have not been maintained for recording the generation and sale of scrap during the year.

xv) The Company does not have an internal audit system.

xvi) To the best of our knowledge the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

xvii) There were no dues of Provident Fund and Employees' State Insurance during the year and consequently clause no. (xvii) of the order is not applicable.

xviii) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty and Excise Duty which are outstanding as on 31st March, 2001, for a period of more than six month from the date they became payable, other than Tax Deducted at Source relating to the year 98-99, not remitted, amounting to Rs.48,475/-and Sales Tax Payable Rs.172,179.

xix) According to the records of the company and as per the information and explanations given to us, no personal expenses have been charged to the Revenue Accounts other than those payable under contractual obligations or in accordance with the generally accepted business practice.

xx) As explained to us and according to the records of the Company, the company is a registered SSI unit and hence the provisions of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the company.

xxi) In the absence of adequate records, we are unable to comment whether the company has any damaged goods relating to the trading activities of the company, which requires provisioning, in the absence of adequate records.

For G JOSEPH & ASSOCIATES CHARTERED ACCOUNTANTS

(Firm Reg.No.006310S) UMESH L BHAT

PLACE : COCHIN - 20 PARTNER

DATE : 10.07.2010 M.No.211364


Mar 31, 2001

We have examined the attached Balance Sheet of M/s. Artech Power Products Limited as at 31st March, 2001 and also the Profit and Loss Account for the year ended on that date annexed thereto.

We report that,

1. The company had stopped its operations in the first week of April, 2000. The operations did not recommence thereafter. The ability of the company to continue as a going concern is severely impaired. The company has prepared the financial statements without making any adjustments in the value of fixed assets that have been necessary, as the company is unable to continue as going concern.

2. Subject to Point 2&5in the Notes to Accounts in Schedule 17 regarding the non availability of certain books and records, information on dues to Small Scale Units in Note No. 18 of Notes to Accounts in Schedule 17 and non-reconciliation and non-conformation of balances of sundry debtors, sundry creditors, loans and advances, bank accounts, Loans from Kerala State Industrial Development Corporation Limited (KSIDC), Industrial Development Bank of India(IDBI) and State Bank Travancore (SBT) and fixed deposits accepted, 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 it appears from our examination of the books.

iii) the Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

3. The Profit & Loss Account and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, subject to;

(i) non compliance of Accounting Standard 2 on Valuation of Inventories' by stating the value of inventory as at the year end at cost, without considering the realizable value. We are unable to quantify the impact of the above, on the loss for the year and on the value of inventories in the absence of stock records.

(ii) non compliance of Accounting Standard 10 on 'Accounting for Fixed Assets' by stating the fixed assets on historical cost rather than at the net realizable value. The diminution in the value of asset has not been ascertained and we are unable to quantify its impact on the value of assets and on the loss for the year.

(ii) non compliance with the requirements of Accounting Standard 6 on 'Depreciation Accounting' by not providing adequate depreciation based on the expected useful life and residual life of the asset in view of the non utilization of the asset since April 2000. We are unable to quantify the additional depreciation that was required to be provided and its impact on the losses for the year and on the depreciation reserve.

(iv) non compliance with the requirements of Accounting Standard 15 on 'Accounting for Retirement Benefits in the Financial Statements of Employers' by not providing for gratuity and leave encashment, the impact of which on the loss for the year and on the provision for gratuity and leave encashment could not be quantified.

4. On the basis of written representation received from Directors and taken on record by the Board, we report that none of the Directors are disqualified as on 31.03.2001 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act 1956.

5. Due to the significance of the matters discussed in Paragraph 1,2 & 3 above,

i. in the case of Balance Sheet, the state of affairs of the company as at 31st March, 2001, and, ii. in the case of Profit and Loss Account, the Loss for the year ended on that date. do not represent a true and fair view.

6. In terms of Manufacturing and Other Companies (Auditor's Report) Order 1988, issued by the Company Law Board, Government of India, under section 227 (4A) of the Companies Act, 1956, we further report, on the matters specified in paragraphs 4 and 5 of the said Order, that:-

i.a) The company is having a fixed asset register, which however needs to be updated.

b) The company had not carried out any physical verification during the year.

ii) None of the fixed assets have been revalued during the year.

iii). The stocks of finished goods, raw materials and work-in-process have not been physically verified by the management during the year/at year end.

iv) We are unable to comment on clauses (iv) & (v) to the Order since physical verification has not been carried out by the company during the year.

vi) In the absence of inventory records, we are unable to comment whether the valuation of inventory is fair and proper. The inventory is valued at cost, without considering the realizable value which is not in accordance with the basis of valuation followed in the preceding year. The impact of the deviation in the basis of valuation could not be quantified in the absence of proper records.

vii) The Company has taken certain unsecured loans from directors. The terms and conditions of such loans are not prima facie prejudicial to the interests of the Company. As explained to us, there are no other companies under the same management.

viii) The Company has not granted any loans to companies, firms or other parties listed in the register maintained under Section 301 and / or to companies under the same management as defined from section 370 (1B) of the Companies Act, 1956, which are prejudicial to the interests of the company.

ix) Loans or advances in the nature of loan have not been given by the Company.

x) As the company did not carry on any business during the year, clause no.(x) of the Order on internal control procedures relating to the purchase of stores, raw material, including components, plant and machinery, equipment and other assets, and for the sale of goods, is not applicable.

xi) As per the information and explanations given to us, there are no transactions of purchase of goods and materials and sale of goods, materials and services have been made in pursuance of contracts or arrangements which are to be entered in the registers maintained u/s Section 301 of the Companies Act, 1956, and aggregating during tie year to Rs.50,000/- or more in respect of each party.

xii) In the absence of adequate inventory records, we are unable to comment on whether there were any unserviceable or damaged stores, raw materials and finished goods in the inventory of the company as on 31.03.2001 which were required to be written off.

xiii) The company has violated the provisions of Section 58A of the Companies Act, 1956, to the extent that certain deposits and interest were not paid even after the claims were raised.

xiv) In our opinion, reasonable records have not been maintained for recording the generation and sale of scrap during the year.

xv) The Company does not have an internal audit system.

xvi) To the best of our knowledge the Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

xvii) There were no dues of Provident Fund and Employees' State Insurance during the year and consequently clause no. (xvii) of the order is not applicable.

xviii) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty and Excise Duty which are outstanding as on 31st March, 2001, for a period of more than six month from the date they became payable, other than Tax Deducted at Source relating to the year 98-99, not remitted, amounting to Rs.48,475/- and Sales Tax Payable Rs. 172,179.

xix) According to the records of the company and as per the information and explanations given to us, no personal expenses have been charged to the Revenue Accounts other than those payable under contractual obligations or in accordance with the generally accepted business practice.

xx) As explained to us and according to the records of the Company, the company is a registered SSI unit and hence the provisions of clause (o) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable to the company.

xxi) In the absence of adequate records, we are unable to comment whether the company has any damaged goods relating to the trading activities of the company, which requires provisioning, in the absence of adequate records.

For G JOSEPH & ASSOCIATES

CHARTERED ACCOUNTANTS

(Firm Reg.No.006310S)

UMESH L BHAT

PLACE : COCHIN - 20 PARTNER

DATE : 10.07.2010 M.No.211364

 
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