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Auditor Report of Autoriders International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of AUTORIDERS INTERNATIONAL LIMITED, which comprises Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss Account for the year ended 31st March 2015 and a summary of significant accounting policies and other explanatory information.

Managements ' 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 presentation of these financial statements that give a true and fair view of the financial position and financial performance 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 accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 five a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 qualified audit opinion.

Basis for Qualified Opinion

The company has written back a sum of Rs. 3430.40 lacs of old balances of creditors/loans due to group companies to Profit and Loss Appropriation Account as determined to be no longer payable as certified by the Board of Directors.(Refer Note No. (1) of Note No II of Notes on Accounts.)

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2015

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

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

Emphasis of Matter

As referred in Note No. (k) of Note No. II of Notes forming part of the Financial Statements, the company has changed the method of the depreciation from written down value to straight line method retrospectively, consequent to the changes made by the Companies Act 2013 ("the Act') w.e.f. 1/4/2014 in relevant provisions and accordingly written back depreciation amounting to Rs. 5.37 crores and credited Profit and Loss Appropriation account by Rs. 3.63 crores(Net of Tax). The company has amortized net carrying value of the Fixed Assets over their useful lives as specified in the Part C of Schedule II of the Act for the current year. Based on the transitional provisions, a sum of Rs. 7.39 lacs is debited to Profit and Loss Account along with normal depreciation being carrying amounts of the fixed assets whose useful lives has already expired as on 1st April 2014.

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 the 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 our knowledge and belief were necessary for the purpose of audit.

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

c. The Balance Sheet, Statement of Profit and Loss and other notes thereon dealt with by this Report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the accounting standards referred to in the Section 133 of the Companies Act,2013 and read with Rule No 7 of the Companies Accounting Rules 2014.

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

f. There are no other matters to be included in and Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014.

ANNEXURE TO THE AUDITORS' REPORT

(REFERRED TO IN THE REPORT OF EVEN DATE OF THE AUDITORS TO THE MEMBERS OF AUTORIDERS INTERNATIONAL LIMITED ON THE ACCOUNTS FOR THE PERIOD ENDED 31st March 2015)

1] a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us major portion of the fixed assets have been physically verified by the management at the year end, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

2] As the company being a service company it does not have any inventories and relevant clauses are not applicable and hence not dealt with.

3] The company has not granted any loans, secured or unsecured , to Companies, firms and other parties listed in the register maintained under Section 189 of the Companies Act 1956.

3] In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls system.

4] The company has not accepted any deposits from the public within the meaning of provisions of sections 73 to 76 and rules framed there under.

5] Maintenance of cost records under section 148 (1) of the Act are not applicable to the company.

6] a) In our opinion and according to the information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, custom duty excise duty etc with the appropriates authorities. There are no arrears of outstanding statutory dues, as on 31st March,2015 for a period of more than six months from the date they became payable, b) As on 31st March, 2015, according to the records of the company, there are no disputed dues on account of sale tax, excise duty and income tax.

7] The company has not incurred cash loss during the year . The company has no accumulated losses at the year end.

8] The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

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

10] To the best of our knowledge and belief and according to the information and explanations given to us, the term loans have been utilized for the purpose for which they were obtained.

11] 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 on or by the Company was noticed or reported during the year.

For and on behalf of the SHETH DOCTOR & ASSOCIATES Chartered Accountants. FRN No.l24822W

PARESH .S. DOCTOR Membership no. 36056 Mumbai DATED : 30th May 2015.


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of AUTORIDERS INTERNATIONAL LIMITED, which comprises Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss Account and also the Cash Flow Statement of the Company for the period then ended, and a summary of significant accounting policies and other explanatory information.

Managements ''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 flow 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 fair presentation of the financial statements that 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 re appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 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 2013

(b) In the case of the Profit and Loss Account, of the Profit for the period ended on that date: and

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

Report on Other Legal and Regulatory Requirements

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

2. As required under provisions of section 227(3) of the Companies Act, 1956 we report that:

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

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

d. Statement of Profit and Loss and Cash Flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act.

e. On the basis of representations received from the directors as on Mar 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on Mar 31,2013 from being appointed as a director in terms of clause (g) of sub-section of Section 274 of the Act.

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 which such cess is to be paid, no cess is due and payable by the Company.

Statement referred to in paragraph 3 of our report of even date on the accounts of Autoriders International Limited for the year ended on 31st March, 2013.

(i) (1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(2) As explained to us, the assets have been physically verified by the management in accordance with the phased programmed of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (1) According to the information and explanation given to us, the

Company has, during the year, 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. Accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the order are not applicable.

(2) According to the information and explanation given to us, the Company has taken interest free unsecured loans from companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year is Rs. 596.29 lakhs and year-end balance of loans taken is x 596.29 lakhs.

(3) In our opinion, other terms and conditions on which loans have been taken from the company, are prima fence, not prejudicial to the interest of the Company.

(iii) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to the purchases of fixed assets and for sale of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have any information of any instances of major weaknesses in the aforesaid internal control system.

(iv) (1) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and

(2) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section Companies Act, 1956 and exceeding the value of Rs. 500,000/

(v) The Company has not accepted any deposits from the public.

(vi) According to information and explanation given to us, the company has an internal audit systems commensurate with the size and nature of its business.

(vii) (a) According to the information and 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 Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth tax, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no undisputed dues outstanding in respect statutory dues which were due for more than six months from the date they become payable except Service Tax of Rs. 86,00,569/-.

(viii) As at the balance sheet date, the accumulated losses of the Company exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of its dues to bank. The Company has not issued any debentures.

(x) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis Of securities by way of pledge of shares, debentures and other securities.

(xi) In our opinion, the provisions of any special Statute applicable to Chit Fund, Nidhi or Mutual Benefits Fund/Societies are not applicable to the Company.

(xii) The Company is not dealing or trading in shares, securities, debentures or other investments and hence requirements of Para 4 (xiv) are not applicable to the Company.

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

(xiv) The Company has not raised any term loan during the year.

(xv) The Company has not raised any funds during the year on short tern basis and hence question of use of such funds for long-term investment does

(xvi) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/ s 301 of the Companies Act, 1956.

(xvii) The Company has not issued any debentures and hence, question of creating security or charge in respect thereof does not arise.

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

(xix) Based upon the audit procedures performed 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.

(xx) In view of the nature of the activity of the Company, in our opinion, other matters specified in Paragraph 4 of the Order are not applicable to the Company.

For Sheth Doctor and Associates

Chartered Accountants

(Firm Regn No. 124822W)

(Proprietor,)

Membership No. 36056

Mumbai.

Dated: 30.05.2013


Mar 31, 2012

1) We have audited the attached balance sheet of Autoriders International Limited as at 31st March, 2012, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3) As required by the Companies (Auditor''s Report) Order, 2003 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 as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

c) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, profit and 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;

e) 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, 2012 from being appointed as director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with 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 profit 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.

ANNEXURE TO THE AUDITORS'' REPORT

Statement referred to in paragraph 3 of our report of even date on the accounts of Autoriders International Limited for the year ended on 31st March, 2012.

(i) (1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(2) As explained to us, the assets have been physically verified by the management in accordance with the phased programmed of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature o£ its assets. No material discrepancies were noticed on such verification.

(ii) (1) According to the information and explanation given to us, the Company has, during the year, 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. Accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the order are not applicable.

(2) According to the information and explanation given to us, the Company has taken interest free unsecured loans from companies covered in the register maintained u/s 301 of the Companies Act 1956. The maximum amount involved during the year is Rs. 596.29 lacs and year end balance of loans taken is Rs. 596.29 lacs.

(3) In our opinion, other terms and conditions on which loans have been taken from the company, are prima fecie, not prejudicial to the interest of the Company,

(iii) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to the purchases of fixed assets and for. sale of services. Further, on the baisis of our examination and according to the information and explanations given to us, we have neither come across nor have any information of any instances of major weaknesses in the aforesaid internal control system.

(iv) (1) According to the; information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; and

(2) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500,000/-.

(v) The Company has not accepted any deposits from the public.

(vi) According to information and explanation given to us, the company has an internal audit systems commensurate with the size and nature of its business.

(vii) (a) According to the information and 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 Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth tax, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no undisputed dues outstanding in respect statutory dues which were due for more than six months from the date they become payable except Service Tax of t 5193891/-.

(viii) As at the balance sheet date, the accumulated losses of the Company exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of its dues to bank. The Company has not issued any debentures.

(x) Based on our examination of the records and the information and '' explanations given to us, the Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xi) In our opinion, the provisions of any special Statute applicable to Chit Fund, Nidhi or Mutual Benefits Fund/Societies are not applicable to the Company.

(xii) The Company is not dealing or trading in shares, securities, debentures or other investments and hence requirements of Para 4 (xiv) are not applicable to the Company.

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

(xiv) The Company has not raised any term loan during the year.

(xv) The Company has not raised any funds during the year on short-term basis and hence question of use of such funds for long-term investment does not arise.

(xvi) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

(xvii) The Company has not issued any debentures and hence, question of creating security or charge in respect thereof does not arise.

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

(xix) Based upon the audit procedures performed 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.

(xx) In view of the nature of the activity of the Company, in our opinion, other matters specified in Paragraph 4 of the Order are not applicable to the Company.



For S. V. DOSHI & CO. Chartered Accountants





SUNIL DOSHI Partner Mumbai, 30 May, 2012 Membership No: 35037 Firm Reg. No.: 102752W


Mar 31, 2010

1) We have audited the attached balance sheet of Autoriders International Limited as at 31st March, 2010, the profit and loss account and also the cash flow statement 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.

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

3) As required by the Companies (Auditors Report) Order, 2003 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 as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

c) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the balance sheet, profit and 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;

e) 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 director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with 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, 2010;

ii) in the case of the profit and loss account, of the profit 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.

ANNEXURE TO THE AUDITORSREPORT *

Statement referred to in paragraph 3 of our report of even date on the accounts of Autoriders International Limited for the year ended on 31st March, 2010.

(i) (1) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(2) As explained to us, the assets have been physically verified by the management in accordance with the phased programme of verification, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (1) According to the information and explanation given to us, the Company has, during the year, 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. Accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the order are not applicable.

(2) According to the information and explanation given to us, the company has taken interest free unsecured loans from a Company. The maximum amount involved during the year was Rs. 530.06 lacs and year end balance of loan taken is Rs. 530.06 lacs.

(3) In our opinion, other term and condition on which loan has been taken from the Company, is prima fecie, not prejudicial to the interest of the Company.

(iii) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, with regard to the purchases of fixed assets and for sale of services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have any information of any instances of major weaknesses in the aforesaid internal control system.

(iv) (1) According to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section; arid

(2) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.500,000/-.

(v) The Company has not accepted any deposits from the public.

(vi) According to information and explanation given to us, the company has an internal audit systems commensurate with the size and nature of its business.

(vii) (a) According to the information and 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 Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth tax, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no undisputed dues outstanding in respect statutory dues which were due for more than six months from the date they become payable except Service Tax of Rs.59,58,655/-.

(viii) As at the balance sheet date, the accumulated losses of the Company exceed fifty percent of its net worth within the meaning of Section 2(29A) of the Companies Act, 1956. The Company has not incurred cash losses in the financial year under report and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of its dues to bank. The Company has not issued any debentures.

(x) Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

(xi) In our opinion, the provisions of any special Statute applicable to Chit Fund, Nidhi or Mutual Benefits Fund/Societies are not applicable to the Company.

(xii) The Company is not dealing or trading in shares, securities, debentures or other investments and hence requirements of Para 4 (xiv) are not applicable to the Company.

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

(xiv) The Company has not raised any term loan during the year.

(xv) The Company has not raised any funds during the year on short-term basis and hence question of use of such funds for long-term investment does not arise.

(xvi) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s 301 of the Companies Act, 1956.

(xvii) The Company has not issued any debentures and hence, question of creating security or charge in respect thereof does not arise.

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

(xix) Based upon the audit procedures performed 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.

(xx) In view of the nature of the activity of the Company, in our opinion, other matters specified in Paragraph 4 of the Order are not applicable to the Company.

For S. V. DOSHI & CO Chartered Accountants,

SUNIL DOSTO Partner Mumbai, 29th May 2010 Membership No.: 35037

Firm Reg. No.: 102752W



 
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