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Auditor Report of Bombay Cycle & Motor Agency Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of BOMBAY CYCLE & MOTOR AGENCY LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit & Loss and also Cash Flow Statement for the year ended upon that date and a summary of significant accounting policies and other explanatory information. The report is prepared as per the provisions of the Companies Act, 2013 and rules framed thereunder.

A: - Management's Responsibility for the Standalone Financial Statements:-

The company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance accounting principles generally accepted in India including the Accounting standards specified and referred to in sub Section (1) of Section 129 r/w S.133 of the Companies Act, 2013 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 the design, implementation and maintenance of 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 state-ments that give a true and fair view and are free from material misstatements whether due to fraud or error.

B: - Auditor's Responsibility:-

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

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

We conducted our audit in accordance with Standards on Auditing specified under Section 143(10) of the Act and also those issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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

C: - Opinion:-

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid standalone financial statements read with the notes attached to and forming part of the same give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: -

1. In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2015

2. In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date and

3 In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

D: - Report on other Legal and Regulatory Requirements:-

(1) As required by the Companies (Auditor's Report) Order 2015 issued by the Central Government on 10th April 2015 in terms of Section 143(11) of the Companies Act, 2013, we enclose in the annexure a statement on the matter specified in the said order to the extent they are applicable to the Company and based on such checks applied by us as considered necessary and also based on information and explanations given by the Directors

(2) As required by Section 143(3) of the Companies Act, 2013 and Rule 11 ( to the extent applicable and relevant) of The Companies (Audit and Auditors) Rules 2014 , 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 purpose of our audit;

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

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

(d) In our opinion, the aforesaid annexed standalone Balance Sheet and Statement of Profit & Loss and Cash Flow Statement dealt with by the report comply with the requirements of the Accounting standards specified under and referred to in sub Section (1) of Section 129 r/w S.133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 ;

(e) On the basis of written representation received from the directors as on 31st March 2015 and taken on record by the board of directors, none of the Directors of the company are disqualified as on 31st March 2015 from being appointed as director under section 164(2) of The Companies' Act 2013;

(f) In our opinion and on the basis of written representation received from the directors, the company has adequate internal financial control system in place and the same is operating effectively;

(g) The company has disclosed the impact of pending litigations in Note No.1 in the Statement under Note No.27 to financial statements as compiled and certified by the directors and management of the company, on its financial position in its financial statements;

(h) The Company did not have any long- term contracts including derivative contracts for which there were any material foreseeable losses;

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

i) The company has maintained proper records to show full particulars including quantitative details and situation of the Fixed Assets and the same has been physically verified by the Management once in every half-year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were reportedly noticed on such verification.

ii) There were no sales and/or dispositions of the Fixed Assets during the year.

iii) Physical verification of inventory of the Company at all its locations has been conducted by the Management during the year during the last week of each month which frequency in our opinion is reasonable.

iv) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

v) According to the inventory records produced to us for our verification, we are of the opinion that the company is maintaining proper records of inventory and discrepancies noticed on physical verification of inventories, if any, referred to above, though not material, have been properly dealt with in the books of account. Proper provision has been made for estimated fall in realizable value of stock of spare parts for those models of cars for which servicing activity has been discontinued.

vi) As per the information and explanation given to us and the records produced to us for verification, the Company has not granted any loans, secured or unsecured either to companies, firms or other parties covered in the register maintained under Section 189 of The Companies Act 2013 and thus no further comments about loans granted are applicable.

vii) There are proper and adequate inter- nal control systems commensurate with the size of the company and the nature of its business with regard to and on the purchases of inventory, fixed assets and with regard to the sale of goods and services.

viii) According to the information and explanations given to us, the company has during the year not either accepted or solicited any deposits from the public within the meaning of Sections 73 to 76 or other relevant provisions of the Companies Act 2013 and thus the question of compliance with the directives issued by the Reserve Bank of India and the relevant provisions of the Companies' Act 2013 and the rules framed there under does not arise. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard.

ix) Maintenance of cost records has not been specified by the Central Govt. under Sec. 148(1) of the Companies Act, 2013 for the Company.

x) According to the records of the company, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state Insurance, Income tax, Sales tax, value added tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other Statutory dues, applicable to it, with the appropriate authorities,

xi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and as per the information and explanation given to us on our inquiries by the management, in this behalf, we have not come across for year under review any frauds by or against the company nor have we been informed of such a case by the Management. As regards such cases in the past, the process of judicial hearings is in the advanced stage and the judgment is expected soon.

xii) According to the information and explanations given to us and the records examined by us, the company has not defaulted in repayment to a financial institution or bank or debenture holders.

xiii) According to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions.

xiv) There are no accumulated losses of the company as at current year end and also at the end of preceding previous year.

xv) On the basis of information and explanations given to us and records examined by us, during the year the company has not obtained any term loans. During the earlier year however, one term loan for purchase of motor car was obtained and the same was applied for the purposes of the loan that is purchase of the motor car.

xvi) In our opinion and according to the information and explanations given to us, during the year there were no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and the rules made thereunder.

xvii) On the basis of information and explanations given to us and records examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions and as such further comments are not warranted.

FORA. B. JOG & COMPANY (I.C.A.I. REGN. NO. 104321W) CHARTERED ACCOUNTANTS

(A. B. JOG) PROPRIETOR. MEMBERSHIP NO. 010655

Place : MUMBAI DATED: 12th May, 2015


Mar 31, 2014

We have audited the accompanying Financial Statement of BOMBAY CYCLE & MOTOR AGENCY LIMITED, which comprise the Balance Sheet as at 31st March, 2014, the statement of Profit & Loss and also Cash Flow Statement for the year ended upon that date and a summary of significant accounting policies and other explanatory information. The report is prepared as per the provisions of the Companies Act, 1956 as the accounts under audit and the process of audit for the year ended 31st March, 2014 are governed by the said Act.

A: - Management''s Responsibility for the Financial Statements:-

The Company''s 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 principles generally accepted in India including the Accounting standards referred to in sub Section (3c) of Section 211 of the Companies Act, 1956 as amended. 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 misstatements whether due to fraud or error.

B: - 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 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 misstatements.

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

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

C: - Opinion:-

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements read with the notes attached to and forming part of the same 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: -

(1) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2014

(2) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date and

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

D: - Report on other Legal and Regulatory Requirements:-

(1) As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government on 12th June 2003 and Companies (Auditor''s Report) (Amendment) Order 2004 issued by the Central Government on 25th November 2004 both in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in the said order to the extent they are applicable to the Company and based on such checks applied by us as considered necessary and also based on information and explanations given by the Directors.

(2) As required by Section 227(3) of the Companies Act, 1956, we report that:

(a) 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.

(b) 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

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

(d) In our opinion, the annexed Balance Sheet and Profit & Loss Statement and Cash Flow Statement dealt with by the report comply with the requirements of the Accounting standards referred to in sub Section (3c) of Section 211 of the Companies Act, 1956 as amended.

(e) On the basis of written representation received from the directors as on 31st March, 2014 and taken on record by the board of directors, none of the Directors of the company are disqualified as on 31st March, 2014 from being appointed as director under clause (g) of sub-section (1) of section 274 of The Companies'' Act 1956

ANNEXURE TO THE AUDITOR''S REPORT M/S. BOMBAY CYCLE & MOTOR AGENCY LIMITED

(Referred to in Para D (1) of our Report of even date)

i) The company has maintained proper records to show full particulars including quantitative details and situation of the Fixed Assets and the same has been physically verified by the Management once in every half-year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were reportedly noticed on such verification.

ii) There were no sales and/or dispositions of Fixed Assets during the year.

iii) The physical verification of inventory of the Company at all its locations has been conducted by the Management during the year during the last week of each month which frequency in our opinion is reasonable.

iv) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

v) According to the inventory records produced to us for our verification, we are of the opinion that the Company is maintaining proper records of inventory and discrepancies noticed on physical verification of inventories, if any, referred to above, though not material have been properly dealt with in the books of account. Proper provision has been made for estimated fall in realizable value of stock of spare parts for those models of cars for which servicing activity has been discontinued.

vi) a) As per the information and explanation given to us and the records produced to us for verification, the Company has not granted any loans, secured or unsecured either to companies, firms or other parties covered in the register required to be maintained under Section 301 of the companies Act 1956 or to any other third party and thus no further comments about loans granted are applicable.

b) As regards loans taken, the company has not taken any loans during the year nor were any old loans outstanding at the beginning of the year from companies, firms or other parties covered in the register required to be maintained under section 301 of the Companies Act 1956. However a term loan for purchase of motor car has been taken from a non banking finance company and the repayment of the loan installments as well as payment of interest is regular. The terms of loan and rate of interest is not prejudicial to the interests of the company.

vii) There are proper and adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to and on the purchases of inventory, fixed assets and with regard to the sale of goods and services.

viii) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements, in our opinion and according to the information and explanation given to us, have been made at prices available with Company for such transactions or price at which transaction for similar goods or services have been made with other parties at the relevant time.

ix) According to the information and explanations given to us, the Company has during the year not either accepted or solicited any deposits from the public within the meaning of section 58A of the Companies Act 1956 and thus the question of compliance with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies'' Act 1956 and the rules framed there under does not arise. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard.

x) On the basis of the activity reports reviewed by us, the company has an internal audit system commensurate with its present size and nature of business but the same needs to be strengthened and further improved.

xi) Maintenance of cost records has not been prescribed by the Central Govt. under Sec. 209(i) (d) of the Companies Act, 1956 for the Company.

xii) According to the records of the company, the company has been generally regular in depositing undisputed statutory dues including provident fund, employees state Insurance, Income tax, Sales tax (value added tax), Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other Statutory dues, applicable to it, with the appropriate authorities,

xiii) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and as per the information and explanation given to us on our inquiries by the management, in this behalf, we have not come across for year under review any frauds by or against the Company nor have we been informed of such a case by the Management. As regards such cases in the past, the process of judicial hearings is in the advanced stage and the judgment is expected soon.

xiv) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment to a financial institution or banks.

xv) According to the information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

xvi) In our opinion and according to the information and explanations given to us, the nature of the activities of the Company dose not attract any special statute applicable to chit fund and nidhi/ mutual fund/societies and as such the prescribed comments are not furnished.

xvii) There are no accumulated losses of the Company as at current year end and also at the end of preceding previous year.

xviii) On the basis of information and explanations given to us and records examined by us, during the year the Company has obtained one term loan, for purchase of motor car and the same was applied for the purposes of the loan that is purchase of the motor car.

xix) In our opinion and according to the information and explanations given to us, during the year the Company has no dealing or trading in shares, securities and debentures. All the investments in shares, securities, debentures and other instruments are held by the company in its own name.

xx) On the basis of information and explanations given to us and records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions and as such further comments are not warranted.

xxi) According to the information and explanations given to us, the Company has not raised any money either by public issue or by private placement of shares or debentures during the financial year under consideration and as such the questions of price of issue, creation of security or charge or end use of monies raised do not arise.

xxii) On the basis of overall examination of the Balance sheet and information and explanation given to us, we report that the Company has not utilized any funds raised on short-term basis for long-term investments.

FOR A. B. JOG & COMPANY

(I.C.A.I. REGN. NO. 104321W)

Chartered Accountants

(A. B. JOG)

Proprietor

Membership No. 010655

Place : Mumbai

Dated : 19th April, 2014


Mar 31, 2013

We have audited the accompanying Financial Statement of BOMBAY CYCLE & MOTOR AGENCY LIMITED, which comprise the Balance Sheet as at 31st March, 2013, the statement of Profit & Loss and also Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

A: - Management’s Responsibility for the Finan- cial Statements:-

The Company’s management is resposible 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 ac- counting principles generally accepted in India including the Accounting standards referred to in sub Section (3c) of Section 211 of the Compa- nies Act, 1956 as amended. This responsibility includes the design, implementation and mainte- nance of internal control relevant to the prepara- tion and presentation of the financial statements that give a true and fair view and are free from material misstatements whether due to fraud or error.

B: - Auditor’s Responsibility:-

Our responsibility is to express an opin- ion on these financial statements based on our audit. We conducted our audit in accordance with 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 reason- able assurance about whether the financial state- ments are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about amounts and dis- closures in the financial statements. The proce-

dures selected depend on auditor’s judgment including the assessment of the risks of mate- rial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers inter- nal control relevant to the Company’s prepa- ration and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropri- ateness of the accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statments.

We believe that the audit evidence we have obtained is sufficient and appropriate to pro- vide a basis for our audit opinion.

C: - Opinion:-

In our opinion and to the best of our information and according to the explanation given to us, the aforesaid financial statements read with the notes attached to and forming part of the same give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in con- formity with the accounting principles gener- ally accepted in India: -

(1) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2013

(2) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date and

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

D: - Report on other Legal and Regulatory Requirements:-

(1) As required by the Companies (Audi- tor’s Report) Order 2003 issued by the Central Government on 12th June 2003 and Companies (Auditor’s Report) (Amendment) Order 2004 issued by the Central Government on 25th November 2004 both in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matter specified in the said order to the extent they are applicable to the Com- pany and based on such checks ap- plied by us as considered necessary and also based on information and ex- planations given by the Directors.

(2) As required by Section 227(3) of the Companies Act, 1956, we report that:

(a) In our opinion, proper books of ac- count as required by law have been kept by the Company so far as appears from our examination of those books.

(b) We have obtained all the infomation and explanations which to the best of our knowledge and belief were necessary for the pur- pose of our audit

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

(d) In our opinion, the annexed Bal- ance Sheet and Profit & Loss State- ment and Cash Flow Statement dealt with by the report comply with the requirements of the Account- ing standards referred to in sub Section (3c) of Section 211 of the Com- panies Act, 1956 as amended. (e) On the basis of written representation received from the directors as on 31st March 2013 and taken on record by the board of directors, none of the Direc- tors of the company are disqualified as on 31st March 2013 from being ap- pointed as director under clause (g) of sub-section (1) of section 274 of The Companies’ Act 1956

ANNEXURE TO THE AUDITOR’S REPORT M/S. BOMBAY CYCLE & MOTOR AGENCY LIMITED

(Referred to in Para D (1) of our Report of even date)

i) The company has maintained proper records to show full particulars including quantitative details and situation of the Fixed Assets and the same has been physically verified by the Management once in every half-year. In our opinion, the frequency of such verification is rea- sonable. Although no material discrep- ancies were reportedly noticed on such verification, a special utility survey re- vealed many assets were not giving use- ful results and were in impaired state of affairs. A thorough evaluation of their func- tioning was carried out and all impaired items of fixed assets were segregated, scrap value ascertained and appropri- ate impairment loss has been booked in the books of account.

ii) There were certain sales and disposi- tions consequent to abovementioned im- pairment of the Fixed Assets during the year. The same have been properly dealt with in the books of account under audit.

iii) The physical verification of inventory of the Company at all its locations has been conducted by the Management during the year during the last week of each month which frequency in our opinion is reasonable.

iv) In our opinion, the procedures of physi- cal verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

v) According to the inventory records pro- duced to us for our verification, we are of the opinion that the Company is main- taining proper records of inventory and discrepancies noticed on physical verifi- cation of inventories, if any, referred to above, though not material have been properly dealt with in the books of ac- count. Proper provision has been made for estimated fall in realizable value of stock of spare parts for those models of cars for which servicing activity has been discontinued.

vi) a) As per the information and explanation given to us and the records produced to us for verification, the Company has not granted any loans, secured or unsecured either to companies, firms or other parties covered in the register required to be main- tained under Section 301 or to any other third party and thus no further comments about loans granted are applicable. b) As regards loans taken, the company has not taken any loans during the year nor were any old loans outstanding at the be- ginning of the year from anybody. vii) There are proper and adequate internal control systems commensurate with the size of the Company and the nature of its busi- ness with regard to and on the purchases of inventory, fixed assets and with regard to the sale of goods and services. viii) In our opinion and according to the infor- mation and explanation given to us, the par- ticulars of contracts or arrangements re- ferred to in Section 301 of the Act have been entered in the Register required to be main- tained under that section. The transactions made in pursuance of such contracts or arrangements, in our opinion and accord- ing to the information and explanation given to us, have been made at prices available with Company for such transactions or price at which transaction for similar goods or services have been made with other par- ties at the relevant time. ix) According to the information and explana- tions given to us, the Company has during the year not either accepted or solicited any deposits from the public within the mean- ing of section 58A of the Companies Act 1956 and thus the question of compliance with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provi- sions of the Companies’ Act 1956 and the rules framed there under does not arise. No order has been passed by the Com- pany Law Board or National Company Law Tribunal or Reserve Bank of India or any

Court or any other Tribunal in this re- gard.

x) On the basis of the activity reports re- viewed by us, the company has an in- ternal audit system commensurate with its present size and nature of business but the same needs to be strengthened and further improved.

xi) Maintenance of cost records has not been prescribed by the Central Govt. under Sec. 209(i) (d) of the Companies Act, 1956 for the Company.

xii) According to the records of the com- pany, the company has been regular in depositing undisputed statutory dues including provident fund, employees state Insurance, Income tax, Sales tax (value added tax), Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other Statutory dues, applicable to it, with the appropriate authorities,

xiii) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and as per the infor- mation and explanation given to us on our inquiries by the management, in this behalf, we have not come across for year under review any frauds by or against the Company nor have we been informed of such a case by the Man- agement. As regards such cases in the past, the process of judicial hearings is in the advanced stage and the judg- ment is expected soon.

xiv) According to the information and expla- nations given to us and the records ex- amined by us, the Company has not de- faulted in repayment to a financial insti- tution or banks.

xv) According to the information and expla- nations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, de- bentures and other securities.

xvi) In our opinion and according to the in- formation and explanations given to us, the nature of the activities of the Com- pany dose not attract any special stat- ute applicable to chit fund and nidhi/ mutual fund/societies and as such the prescribed comments are not furnished.

xvii) There are no accumulated losses of the Company as at current year end and also at the end of preceding previous year.

xviii) On the basis of information and explana- tions given to us and records examined by us, during the year the Company has not obtained any term loans. As such, the ques- tion of applying them for the purposes ap- plied for does not arise.

xix) In our opinion and according to the infor- mation and explanations given to us, dur- ing the year the Company has no dealing or trading in shares, securities and deben- tures. All the investments in shares, securi- ties, debentures and other instruments are held by the company in its own name.

xx) On the basis of information and explana- tions given to us and records examined by us, the Company has not given any guar- antee for loans taken by others from banks or financial institutions and as such further comments are not warranted.

xxi) According to the information and explana- tions given to us, the Company has not raised any money either by public issue or by private placement of shares or deben- tures during the financial year under con- sideration and as such the questions of price of issue, creation of security or charge or end use of monies raised do not arise.

xxii) On the basis of overall examination of the Balance sheet and information and expla- nation given to us, we report that the Com- pany has not utilized any funds raised on short-term basis for long-term investments.

FOR A. B. JOG & COMPANY

(I.C.A.I. REGN. NO. 104321W)

Chartered Accountants

(A. B. JOG)

Proprietor

Membership No. 010655

Place : Mumbai

Dated : 13th May, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of BOMBAY CYCLE & MOTOR AGENCY LIMITED, as at 31st March, 2012, the Profit & Loss Statement and also Cash Flow Statement for the year ended upon that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We 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. And the 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. With these remarks we now report as follows:

1. As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government on 12th June 2003 and Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government on 25th November 2004 both in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matter specified in the said order to the extent they are applicable to the Company and based on such checks applied by us as considered necessary and also based on information and explanations given by the Directors.

2. Further to our comments in the Annexure referred in paragraph 1 above :

(a) 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;

(b) 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;

(c) The Balance Sheet and Profit & Loss Statement and Cash Flow Statement dealt with by the report are in agreement with the books of accounts;

(d) In our opinion, the annexed Balance Sheet and Profit & Loss Statement and Cash Flow Statement dealt with by the report comply with the requirements of the Accounting standards referred to in sub Section (3c) of Section 211 of the Companies Act, 1956 as amended;

(e) On the basis of written representation received from the directors as on 31st March, 201 2 and taken on record by the board of directors, none of the Directors of the company are disqualified as on 31st March, 2012 from being appointed as director under clause (g) of sub-section (1) of Section 274 of The Companies' Act 1956;

(f) In our opinion and according to the best of our information and according to the explanation given to us, the said accounts read with the notes attached to and forming part of the same 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:-

1) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2012.

2) In the case of the Profit & Loss Statement of the Profit for the year ended on that date.

AND

3) In the case of the Cash Flow Statement of the Cash Flow for the year ended on that date.

i) The company has maintained proper records to show full particulars including quantitative details and situation of the Fixed Assets and the same has been physically verified by the Management once in every half-year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were reportedly noticed on such verification.

ii) There were no sales / dispositions of the Fixed Assets during the year.

iii) The physical verification of inventory of the Company at all its locations has been conducted by the Management during the year during the last week of each month which frequency in our opinion is reasonable.

iv) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

v) According to the inventory records produced to us for our verification, we are of the opinion that the Company is maintaining proper records of inventory and discrepancies noticed on physical verification of inventories, if any, referred to above, though not material have been properly dealt with in the books of account.

vi) a) As per the information and explanation given to us and the records produced to us for verification, the Company has not granted any loans, secured or unsecured either to Companies, firms or other parties covered in the register required to be maintained under Section 301 or to any other third party and thus no further comments about loans granted are applicable.

b) As regards loans taken, the company has not taken any loans during the year nor were any old loans outstanding at the beginning of the year from anybody.

vii) There are proper and adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to and on the purchases of inventory, fixed assets and with regard to the sale of goods and services.

viii) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements, in our opinion and according to the information and explanation given to us, have been made at prices available with Company for such transactions or price at which transaction for similar goods or services have been made with other parties at the relevant time.

ix) According to the information and explanations given to us, the Company has during the year neither accepted nor solicited any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and thus the question of compliance with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed there under does not arise. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard.

x) On the basis of the activity reports reviewed by us, the Company has an internal audit system commensurate with its present size and nature of business but the same needs to be strengthened and further improved.

xi) Maintenance of cost records has not been prescribed by the Central Govt. under Sec. 209(i) (D) of the Companies Act, 1956 for the Company.

xii) According to the record of the Company, the Company has been regular in depositing undisputed statutory dues including provident fund, employees state Insurance, Income tax, Sales tax (value added tax), Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other Statutory dues, applicable to it, with the appropriate authorities.

xiii) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and as per the information and explanation given to us on our inquiries by the management, in this behalf, we have not come across for year under review any frauds by or against the Company nor have we been informed of such a case by the Management. As regards such cases in the past, the process of judicial hearings is in the advanced stage and the judgment is expected soon.

xiv) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment to a financial institution or banks.

xv) According to the information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

xvi) In our opinion and according to the information and explanations given to us, the nature of the activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual fund / societies and as such the prescribed comments are not furnished.

xvii) There are no accumulated losses of the company as at current year end but had such losses at the end of proceeding previous year end but they were not more than fifty percent of its net worth as on that date. The company had earned cash profits in such proceeding previous year.

xviii) On the basis of information and explanations given to us and records examined by us, during the year the Company has not obtained any term loans. As such, the question of applying them for the purposes applied for does not arise.

xix) In our opinion and according to the information and explanations given to us, during the year company has no dealing or trading in shares, securities and debentures. All the investments in shares, securities, debentures and other instruments are held by the company in its own name.

xx) On the basis of information and explanations given to us and records examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions and as such further comments are not warranted.

xxi) According to the information and explanations given to us, the company has not raised any money either by public issue or by private placement of shares or debentures during the financial year under consideration and as such the questions of price of issue, creation of security or charge or end use of monies raised do not arise.

xxii) On the basis of overall examination of the Balance sheet and information and explanation given to us, we report that the company has not utilized any funds raised on short-term basis for long-term investments.

For A. B. Jog & Company

(I.C.A.I REGN. NO. 104321W)

Chartered Accountants

(A. B. Jog)

Proprietor

Membership No. 010655

Place: Mumbai.

Dated: 4th May, 2012.


Mar 31, 2010

We have audited the attached Balance Sheet of BOMBAY CYCLE & MOTOR AGENCY LIMITED, as at 31st March, 2010, the Profit & Loss Account and also the Cash Flow Statement for the year ended upon 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. And the 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. With these remarks we now report as follows:

1. As required by the Companies (Auditors Report) Order 2003 issued by the Central Government on 12m June, 2003 and Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government on 25th November, 2004, both in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the said order to the extent they are applicable to the Company and based on such checks applied by us as considered necessary and also based on information and explanations given by the Directors.

2. Further to our comments in the Annexure referred in paragraph 1 above :

(a) 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;

(b) 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;

(c) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of accounts;

(d) In our opinion, the annexed Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by the report comply with the requirements of the Accounting Standards referred to in sub-Section (3c) of Section 211 of the Companies Act, 1956 as amended;

(e) On the basis of written representation received from the directors as on 31st March 2010 and taken on record by the Board of Directors, none of the Directors of the Company are disqualified as on 31st March 2010 from being appointed as director under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and according to the best of our information and according to the explanation given to us, the said accounts read with the notes attached to and forming part of the same 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:-

1) In the case of Balance Sheet, of the State of affairs of the Company as at 31st March, 2010;

2) In the case of the Profit and Loss Account of the Profit for the year ended on that date and ultimate deficit carried to the Balance Sheet.

AND

3) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT M/S BOMBAY CYCLE & MOTOR AGENCY LIMITED ( Referred to in Para 1 of the Report of even date )

i) The Company has maintained proper records to show full particulars including quantitative details and situation of the Fixed Assets and the same has been physically verified by the Management once in every half-year. In our opinion, the frequency of such verification is reasonable. No material discrepancies were reportedly noticed on such verification.

ii) There were no sales/dispositions of the Fixed Assets during the year.

iii) The physical verification of inventory of the Company at all its locations has been conducted by the Management during the year during the last week of each month which frequency in our opinion is reasonable.

iv) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

v) According to the inventory records produced to us for our verification, we are of the opinion that the Company is maintaining proper records of inventory and discrepancies noticed on physical verification of inventories, if any, referred to above, though not material, have been properly dealt with in the books of account.

vi) (a) As per the information and explanation given to us and the records produced to us for verification, the Company has not granted any loans, secured or unsecured either to companies, firms or other parties covered in the register required to be maintained under Section 301 or to any other third party and thus no further comments about loans granted are applicable.

(b) As regards loans taken, the Company has not taken any loans during the year nor any old loans were outstanding at the beginning of the year from anybody. However a liability towards interest was outstanding to the extent of Rs.8 Lakhs at the beginning of Current Year (Previous

Year Rs. 10 Lakhs) which was paid off fully (Previous year Rs. 2 Lakhs) in the current year and the outstanding at the end of the year is NIL (Previous year Rs. 8 Lakhs) from a party covered in the reg- ister maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the current year was Rs. 8 Lakhs (Previous year Rs. 10 Lakhs).

vii) There are proper and adequate internal

control systems commensurate with the size of the Company and the nature of its business with regard to and on purchases of inventory, fixed assets and with regard to the sale of goods and services.

viii) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements, in our opinion and according to the information and explanation given to us, have been made at prices available with Company for such transactions or price at which transaction for similar goods or services have been made with other parties at the relevant time.

ix) According to the information and explanations given to us, the Company has during the year neither accepted nor solicited any deposits from the public within the meaning of section 58A of the Companies Act, 1956 and thus the question of compliance with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under does not arise. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in this regard.

x) On the basis of the activity reports reviewed by us, the Company has an internal audit sys- tem commensurate with its present size and nature of business but the same needs to be strengthened and further improved.

xi) Maintenance of cost records has not been prescribed by the Central Govt, under section 209 (i) (d) of the Companies Act, 1956 for the Company.

xii) According to the records of the Company, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales tax, (Value Added Tax), Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other Statutory dues, applicable to it, with the appropriate authorities.

xiii) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and as per the information and explanation given to us on our inquiries by the manage- ment, in this behalf, we have not come across for year under review any frauds by or against the Company nor have we been informed of such a case by the Management. As regards such cases in the past, the process of judicial hearings is in the advanced stage and the judgement is expected soon.

xiv) According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment to financial Institutions or banks.

xv) According to the information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures and other securities.

xvi) In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual fund/societies and as such the prescribed comments are not furnished.

xvii) The accumulated losses of the Company are not more than fifty per cent of its net worth. The Company has also earned cash profits during the financial year covered by our audit and also in the immediately preceding financial year.

xviii)On the basis of information and explanations given to us and records examined by us, during the year the Company has not obtained any term loans. As such, the question of applying them for the purposes does not arise.

xix) In our opinion and according to the information and explanations given to us, during the year Company has no dealing or trading in shares, securities and debentures. All the investments in shares, securities, debentures and other investments are held by the Company in its own name.

xx) On the basis of information and explanations given to us and records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions and as such further comments are not warranted.

xxi) According to the information and explanations given to us, the Company has not raised any money either by public issue or by private placement of shares or debentures during the financial year under consideration and as such the questions of price of issue, creation of security or charge or end use of monies raised do not arise.

xxii) On the basis of overall examination of the Balance Sheet and information and explana- tion given to us, we report that the Company has not utilized any fundi, raised on short-term basis for long-term investments.

For A. B. Jog & Company

(I.C.A.I REGN. NO. 104321W) Chartered Accountants

(A. B. Jog )

Proprietor Membership No. 010655

Mumbai, 25th May, 2010.

 
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