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Auditor Report of Artson Engineering Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Artson Engineering Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

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

3. Auditors' Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its loss and its cash flows for the year ended on that date.

5. Emphasis of matter

Without qualifying our report we draw attention to Note 36 to the financial statements on going concern which has been relied upon by us.

Our opinion is not modified in respect of this matter.

6. Report on Other Legal and Regulatory Requirements

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

6.2 As required by section 143(3) of the Act, we report that:

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

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

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

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

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

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

a. The Company has disclosed the impact of pending litigations on its financial position in Note 30 to its financial statements.

b. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts, if any, and the company does not have any derivative contracts;

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 6 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

i. In respect of its fixed assets:

(a) The Company is maintaining records showing full particulars, including quantitative details and situations of all the fixed assets.

(b) According to the information and explanations given to us, the fixed assets are being physically verified by the Management at all its offices in a phased manner at reasonable intervals which in our opinion is reasonable having regard to the size of the Company and nature of assets, except that no verification is done for the fixed assets where the job sites are closed/under dispute. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii. (a) According to the information and explanation given to us, physical verification has been conducted by the management as at the year end in respect of the finished goods in process, stores, spare parts and raw materials, except that no verification is done for the inventory where the job sites are closed/under dispute

(b) In our opinion and according to the information and explanations given by the management, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business and in respect of sites where no verification is done internal documentations are done and relied upon.

(c) No material discrepancies have been noticed on verification of inventory between the physical stock and the book records in respect of sites where physical verification is carried out. The discrepancies noticed have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. As the Company has not granted any loans, secured or unsecured, to parties listed in the Registers maintained under Section 189 of the Companies Act, 2013, consequently, clause 3(iii) (a) & (b) of the order are not applicable.

iv. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and the sale of goods and services. Further, during the course of our audit, we have neither come across nor have been informed of any continuing failure to correct any major weakness in such internal controls.

v. In our opinion, and according to the information and explanations given to us, the Company has not accepted any public deposits and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable. As per the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this respect.

vi. We have broadly reviewed the books of account maintained by the company pursuant to sub section (1) of section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however not undertaken a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities and no such undisputed statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date those become payable.

(b) According to the records of the Company and the information and explanations given to us, disputed dues payable by the Company as on 31st March 2015 on account of Income Tax/ Sales Tax/ Wealth Tax/ Service Tax/ Duty of Custom / Duty of Excise or Value Added Tax are as under:

Name of Statute Nature of Dues Amount Period to Forum where (Rs. in which the dispute is Lakh) amount pending relates

Commercial Tax Works Contract 12.21 1998-99 Commissioner Officer (Andhra differences in (Appeals) Pradesh) value of property passing and sale in transit.

Commercial Tax Works Contract 2.08 1998-99 Commissioner (West Bengal) value 1999-00 (Appeals) 2000-01

Commercial Tax Penalty levied 8.03 2010-11 Joint Director (Punjab) on account of cum Deputy documents missing Excise & in transport of Taxation material Commissioner (Appeals)

Sales Tax Demand of VAT 101.52 2007-08 Commissioner (Maharashtra) (Appeals)

Income Tax Demand of tax 136.72 AY 2010-11 Commissioner in respect of (Appeals) certain claims not admitted.

Income Tax Demand of tax 535.35 A.Y 2012-13 Commissioner in respect of (Appeals) certain claims not admitted.

(c) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The accumulated losses of the Company are more than it's paid up capital and free reserves. The Company has not incurred cash loss during the current financial year (Previous year Rs. 457.42 Lakh).

ix. According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company has not defaulted in repayment of dues to any financial institution or banks or debenture holders.

x. According to the information and explanations given to us and the representations made by the management, the Company has not given any Guarantee for loans taken by others from any bank or financial institutions.

xi. In our opinion and according to the information and explanations given to us, term loans availed by the Company were prima-facie applied by the Company during the year for the purpose for which they were obtained.

xii. During the course of our examination of the books of accounts carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have not come across any instants of fraud, either noticed or reported during the year, on or by the Company.

For CHOKSHI & CHOKSHI LLP Chartered Accountants (Firm Registration No. 101872W/W100045)

Pooja Mehta Partner Membership No. 133578

Place of Signature : Mumbai Date: 04.05.2015


Mar 31, 2014

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

2. Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs with regard to section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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 but not for the purpose of expressing an opinion on the effectiveness on the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. 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 31st March, 2014;

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

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

5. Emphasis of Matter

Without qualifying our report, we draw attention to Note 36 to the financial statements on going concern which has been relied upon by us.

6. Report on Other Legal and Regulatory Requirements

6.1 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.

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

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

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

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

d. In our opinion, the Balance Sheet, 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; read with the General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs with regard to section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT REFERRED TO IN PARA 6.1 OF OUR REPORT OF EVEN DATE OF ARTSON ENGINEERING LIMITED

1. (a) The Company is maintaining records showing full particulars, including quantitative details and situations of all the fixed assets.

(b) According to the information and explanations given to us, the fixed assets are being physically verified by the Management at all its offices in a phased manner at reasonable intervals which in our opinion is reasonable having regard to the size of the Company and nature of assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company did not dispose off any substantial part of fixed assets during the year and hence the going concern status is not affected.

2. (a) According to the information and explanations given to us, physical verification has been conducted by the management as at the year end in respect of the finished goods in process, stores, spare parts and raw materials.

(b) In our opinion and according to the information and explanations given by the management, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) No material discrepancies have been noticed on verification of inventory between the physical stock and the book records. The discrepancies noticed have been properly dealt with in the books of account.

3. (a) 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 Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (a), (b), (c) & (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not taken any loans, secured or unsecured, from parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (e), (f) & (g) of the Order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and the sale of goods and services. Further, during the course of our audit, we have neither come across nor have been informed of any continuing failure to correct any major weakness in such internal controls. However, in our opinion having regard to the size and nature of business and construction sites being spread over different areas, the internal control needs to be strengthened.

5. (a) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, as there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956, paragraph (v) (b) of the Order is not applicable.

6. In our opinion, and according to the information and explanations given to us, the Company has not accepted any public deposits and hence directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. As per the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this respect.

7. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Company has been commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however not undertaken a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In our opinion and according to the information & explanations given to us in respect of statutory dues:

(a) The Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities. Also, as at 31st March 2014, there were no statutory dues outstanding for a period of more than six months from the date they became payable.

(b) The particulars of dues on account of Income Tax/ Sales Tax/ Wealth Tax/ Service Tax/ Custom Duty / Excise Duty that have not been deposited on account of disputes as on 31st March 2014 are as under:-

Name of the Nature of Amount Period to which Forum where Statute the Dues (Rs. in Lakh) Amount relates dispute pending

Commercial Tax Works Contract differences 12.21 1998-99 Commissioner Officer (Andhra in value of property passing (Appeals) Pradesh) and sale in transit

Commercial Tax Works Contract value 2.08 1998-99 Commissioner

(West Bengal) 1999-00 (APPeals)

2000-01

Commercial Tax Penalty levied on account of Joint Director (Punjab) documents missing in 8.03 2010-11 cum Deputy transport of material. Excise & Taxation

Commissioner (Appeals) Income Tax Demand of Tax in respect of 136.72 AY 2010-11 Commissioner certain claims not admitted (Appeals)

10. The accumulated losses of the Company are more than it''s paid up capital and free reserves. The Company has incurred a cash loss of Rs.457.42 Lakh during the current financial year and Rs. 3697.68 Lakh in the immediately preceding financial year.

11. According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company has not defaulted in repayment of dues to any financial institution or banks or debenture holders.

12. 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 and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund, nidhi, mutual benefit or a society. Accordingly, provisions of paragraph 4(xiii) of the Order are not applicable to the Company.

14. The Company has not entered into any trading in shares, securities, debentures and other investments during the year. Accordingly, provisions of paragraph 4(xiv) of the Order are not applicable to the Company.

15. According to the information and explanations given to us and the representations made by the management, the Company has not given any Guarantee for loans taken by others from any bank or financial institutions.

16. In our opinion and according to the information and explanations given to us, term loans availed by the Company were prima-facie applied by the Company during the year for the purpose for which they were obtained.

17. According to the information and explanations given to us and based on the overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima-facie not been used for long term investment.

18. During the year, Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any secured debentures during the year.

20. The Company has not raised any money by way of public issues during the year.

21. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have not come across any instance of fraud either noticed or reported during the year on or by the Company.

For CHOKSHI & CHOKSHI

Chartered Accountants

FRN- 101872W

Vineet Saxena

Partner

M. No. 100770

Place: Mumbai

Date: 14.05.2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of Artson Engineering Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial 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 fnancial 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 fnancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements. We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 35 to the Financial Statements of the Company having being prepared on a going concern basis, based on the Management''s assessment of the Company''s ability to continue as a going concern, which is relied upon by us.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Proft 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 representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNExURE TO THE AUDITORS'' REPORT

REFERRED TO IN PARA 6 (1) OF OUR REPORT OF EVEN DATE OF ARTSON ENGINEERING LIMITED

(i) (a) The Company is maintaining records showing full particulars, including quantitative details and situations of all the fxed assets.

(b) According to the information and explanations given to us, the fxed assets are being physically verifed by the Management at all its offces in a phased manner at reasonable intervals which in our opinion is reasonable having regard to the size of the Company and nature of assets. According to the information and explanations given to us, no material discrepancies were noticed on such verifcation.

(c) The Company did not dispose off any substantial part of fxed assets during the year and hence the going concern status is not affected.

(ii) (a) According to the information and explanations given to us, physical verifcation has been conducted by the management as at the year end in respect of the fnished goods in process, stores, spare parts and raw materials.

(b) In our opinion and according to the information and explanations given by the management, the procedure of physical verifcation of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) No material discrepancies have been noticed on verifcation of inventory between the physical stock and the book records. The discrepancies noticed have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, frms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (a), (b), (c) & (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not taken any loans, secured or unsecured, from parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (e), (f) & (g) of the Order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fxed assets and the sale of goods and services. Further, during the course of our audit, we have neither come across nor have been informed of any continuing failure to correct any major weakness in such internal controls. However, in our opinion having regard to the size and nature of business and construction sites being spread over different areas, the internal control needs to be strengthened.

(v) (a) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, as there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956, paragraph (v) (b) of the Order is not applicable.

(vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any public deposits and hence directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable. As per the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this respect.

(vii) In our opinion, the internal audit function carried out during the year by a frm of Chartered Accountants appointed by the Company have been commensurate with its size of the Company and nature of its business.

(viii) According to the information and explanations given to us and on verifcation of records, the Company has made and maintained cost records as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income- Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities except in respect of Service tax of Rs. 0.70 Lakh which is outstanding as at 31st March 2013 for a period of more than 6 months from the date they became payable.

(b) As at 31st March 2013, according to the records of the Company and the information and explanations given to us, the following are the particulars of dues on account of Income Tax/Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty that have not been deposited on account of disputes:-

Name of the Nature of the Dues Amount Period to which Forum where Statute (Rs. in Lakh Amount relates dispute pending

Commercial Tax Works Contract differences 12.21 1998-99 Commissioner Offcer (Andhra in value of property passing (Appeals) Pradesh) and sale in transit

Commercial Tax Works Contract value 2.08 1998-99 Commissioner (West Bengal) (Appeals)

1999-00

2000-01

Commercial Tax Penalty levied on account 8.03 2010-11 Joint Director (Punjab) of documents missing in cum Deputy transport of material. Excise & Taxation Commissioner (Appeals)

Income Tax Penalty in respect of certain 333.79 AY 2006-07 Commissioner claims not admitted (Appeals)

AY 2007-08

(x) The accumulated losses of the Company are more than its paid-up capital and free reserves. The Company has incurred a cash loss of Rs. 3,697.68 Lakh during the fnancial year and Rs. 1,120.19 Lakh in the immediately preceding fnancial year.

(xi) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company has not defaulted in repayment of dues to any fnancial institution or banks or debenture holders.

(xii) 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 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, nidhi, mutual beneft or a society. Accordingly, provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) The Company has not entered into any trading in shares, securities, debentures and other investments during the year. Accordingly, provisions of Clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and the representations made by the management, the Company has not given any Guarantee for loans taken by others from any bank or fnancial institutions.

(xvi) In our opinion and according to the information and explanations given to us, term loans availed by the Company were prima-facie applied by the Company during the year for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and based on the overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima-facie not been used for long term investment.

(xviii) During the year, Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any secured debentures during the year.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Registration No. 101872W

KANU CHOKSHI

Partner

Membership No. 17085

Place : Mumbai

Date : 10th May 2013


Mar 31, 2012

We have audited the attached Balance Sheet of Artson Engineering Limited ("the Company") as at 31st March 2012, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report as under:

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

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

(c) The Balance Sheet, the Profit and Loss Account 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 Profit and 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;

(e) On the basis of written representations received from the Directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as Director under Section 274(1)(g) of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and Notes thereon, 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:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

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

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

(i) (a) The Company is maintaining records showing full particulars, including quantitative details and situations of all the fixed assets.

(b) According to the information and explanations given to us, the fixed assets are being physically verified by the Management at all its offices in a phased manner at reasonable intervals which in our opinion is reasonable having regard to the size of the Company and nature of assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company did not dispose off any substantial part of fixed assets during the year and hence the going concern status is not affected.

(ii) (a) According to the information and explanations given to us, physical verification has been conducted by the management as at the year end in respect of the finished goods in process, stores, spare parts and raw materials.

(b) In our opinion and according to the information and explanations given by the management, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) No material discrepancies have been noticed on verification of inventory between the physical stock and the book records. The discrepancies noticed have been properly dealt with in the books of account.

(iii) (a) 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 Companies Act, 1956. As the Company has not granted any loans, secured or unsecured, to parties listed in the Registers maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (a), (b), (c) & (d) of the Order are not applicable.

(b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not taken any loans, secured or unsecured, from parties listed in the Registers maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (e), (f) & (g) of the Order are not applicable.

(iv) In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and the sale of goods and services. Further, during the course of our audit, we have neither come across nor have been informed of any continuing failure to correct any major weakness in such internal controls. However, in our opinion having regard to the size and nature of business and construction sites being spread over different areas, the internal control needs to be strengthened.

(v) (a) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion, and according to the information and explanations given to us, as there are no transactions that need to be entered into a Register maintained under Section 301 of the Companies Act, 1956, paragraph (v) (b) of the Order is not applicable.

(vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any public deposits and hence directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder are not applicable. As per the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this respect.

(vii) In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Company have been commensurate with its size of the Company and nature of its business.

(viii) According to the information and explanations given to us and on verification of records, the Company has made and maintained cost records as prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Income- Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other material statutory dues, as applicable, with the appropriate authorities. There are no arrears of outstanding statutory dues as at 31st March 2012 for a period of more than 6 months from the date they became payable.

(b) As at 31st March 2012, according to the records of the Company and the information and explanations given to us, the following are the particulars of dues on account of Income Tax/ Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty that have not been deposited on account of disputes:-

Name of the Nature of the dues Amount Period to which Forum where Statute (Rs in Lakhs) amount relates dispute pending

Commercial Tax Works Contract differences in 12.21 1998-1999 Commissioner Officer (Andhra value of property passing and (Appeals) Pradesh) sale in transit

Commercial Tax Works Contract value 2.08 1998-1999 Commissioner (West Bengal) 1999-2000 (Appeals) 2000-2001

Commercial Tax Penalty levied on account 8.03 2010-2011 Joint Director (Punjab) of documents missing in cum Deputy transport of material. Excise & Taxation Commissioner (Appeals)

Income Tax Penalty in respect of certain 333.79 AY 2006-07 Commissioner claims not admitted AY 2007-08 (Appeals)

(x) The accumulated losses of the Company are more than its paid up capital and free reserves. The Company has incurred a cash loss of Rs 1,114.37 Lakhs during the financial year and a cash profit of Rs 621.06 Lakhs in the immediately preceding financial year.

(xi) According to the information and explanations given to us and on the basis of our examination of the books of account, in our opinion, the Company has not defaulted in repayment of dues to any financial institution or banks or debenture holders.

(xii) 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 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, nidhi, mutual benefit or a society. Accordingly, provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) The Company has not entered into any trading in shares, securities, debentures and other investments during the year. Accordingly, provisions of Clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us and the representations made by the management, the Company has not given any Guarantee for loans taken by others from any bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, term loans availed by the Company were prima-facie applied by the Company during the year for the purpose for which they were obtained.

(xvii) According to the information and explanations given to us and based on the overall examination of the Balance Sheet of the Company, funds raised on short term basis have prima-facie not been used for long term investment.

(xviii) During the year, Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any secured debentures during the year.

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

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For CHOKSHI & CHOKSHI

Chartered Accountants

Firm Registration No. 101872W

KANU S. CHOKSHI

Partner

Membership No. 17085

Place : Mumbai

Date : 2nd May 2012


Mar 31, 2010

We have audited the attached Balance Sheet of Artson Engineering Limited (the Company) as at 31st March 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. (i) On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(ii) In our opinion, proper books of account as required by law have been kept by the Company, in so far as appears from our examinations of the books.

(iii) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

(iv) 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.

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

3. As per information and explanations given to us, the Central Government has, till date, not prescribed any cess payable under Section 441A of the Companies Act, 1956.

4. In our opinion, and to the best of our information and according to the explanations given to us. the said accounts read together with Significant accounting policies and Notes to accounts in Schedule 12 and specially Note No. 20 thereof regarding the pending approval of Central Government in respect of excess payment of Rs. 492,000/- made to one of the key managerial personnel than allowable under the Companies Act, 1956, 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.

i. in the case of the Balance sheet, of the state of affairs of the Company as at 31st March 2010;

ii. in the case of Profit and Loss Account, of the profit for the year ended 31st March 2010; and

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

ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH T OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF ARTSON ENGINEERING LIMITED (THE COMPANY)

1. (a) The Company is maintaining records to show particulars of Fixed Assets including their quantitative details and location of all the assets.

(b) According to the information and explanations given to us, physical verification of the fixed assets was carried out by the management in a phased periodical manner during the year under report, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets during the year under report. However, the Company has discarded some Plant & Machinery, Computer, Furniture & Fixtures and Office Equipment/Air Conditioner by writing off which has not affected the going concern status.

2. (a) According to the information and explanations given to us, physical verification has been conducted by the management as at the year end in respect of the finished goods in process, stores, spare parts and raw materials.

(b) In our opinion and according to the information and explanations given by the management, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) No material discrepancies have been noticed on verification of inventory between the physical stock and the book records. The discrepancies noticed have been properly dealt with in the books of account.

3. (a) 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 Companies Act, 1956; hence Clauses iii(a) to iii(d) of Paragraph 4 of the Order are not applicable.

(b) In terms of BIFR order, the Company has taken a secured loan as listed below from a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The terms and conditions on which the said loan has been taken are not prima facie prejudicial to the interest of the Company. The payment of principal in this regard is not yet due and interest due has been paid thereon.

Maximum outstanding balance during the year was Rs. 2,294.68 Lakh (Rs.Lakh)

Name Balance Loan raised during the Closing Balance as on

as on Year 2009-10 31st March 2010

1st April 2009

Tata Projects Limited 2,065.68 229.00 2,294.68

4. In our opinion and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weakness in the aforesaid internal control procedures. However, in our opinion having regard to the size and nature of business and construction sites being spread over different areas, the internal control needs to be strengthened.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, the transactions that need to be entered in the register maintained u/s 301 of the Companies Act, 1956 have been entered.

6. (a) In our opinion and according to the information and explanations given by the management, the Company has not accepted any deposits during the Year. Accordingly, in our opinion the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

7. In our opinion, the internal audit function carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the Companys size and nature of its business.

8. In our opinion and according to the information and explanations given by the management, the Central Government has not prescribed for maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information & explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing Undisputed Statutory dues including Provident fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise duty, Education Cess and other material Statutory dues as applicable with the appropriate authorities. The amount of outstanding statutory dues exceeding six months from the date they became payable as at 31stMarch 2010 are NIL.

(b) According to the information and explanations given to us, the particulars of sales tax dues as at 31st March 2010 which have not been deposited on account of a dispute pending are as under:

Name of the Nature of the Amount

Statute disputed dues (Rs.)

Commercial Tax Works Contract differences in 12,20,606

Officer (Andhra value of property passing and

Pradesh) sale in transit

Commercial Tax Works Contract value 2,07,981

(West Bengal)

Commercial Tax Works Contract value 32,79,788

Officer (Haryana

Sales Tax)

Name of the Period to which Forum where Statute the amount dispute is

relates pending

Commercial Tax 1998-1999 Commissioner Officer (Andhra Appeal Pradesh)

Commercial Tax 1998-1999 Commissioner 1999-2000 Appeal 2000-2001

Commercial Tax 1997-1998 Commissioner Officer (Haryana Appeal Sales Tax)

10. The accumulated losses of the Company is more than its paid up capital and free reserves. The Company has not incurred a cash loss during the year though it incurred cash losses in the preceding financial years and accounts are continued to be prepared on a going concern basis.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

12. The Company has not granted any Loans and Advances on the basis of security by way of pledge of shares, debenture and other securities. Therefore Clause 4(xii) of the said Order is not applicable to the Company.

13. The Company is not a Chit Fund or a Nidhi Mutual Benefit/Society. Therefore, the provisions of Clause 4(xiii) of the said Order is not applicable to the Company.

14. The Company has not entered into any trading in shares, securities, debentures and other investments during the year. Therefore Clause 4(xiv) of the said Order is not applicable to the Company.

15. According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial Institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which the loans were obtained.

17. Based on the information and explanations given to us, the Company has not raised any funds for short term basis.

18. The Company has not made any preferential allotment of shares to any parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any secured debentures.

20. The Company has not raised any money through a public issue during the Year.

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



For CHOKSHI & CHOKSHI

Firm Registration No. 101872W

Chartered Accountants

K. S. CHOKSHI

Partner

Membership No. 17085

Place : Mumbai

Date : 7th May 2010

 
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