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Auditor Report of Continental Controls Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditors'' 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

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

Annexure to Auditors1 Report (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

1. In respect of its fixed assets:

a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, 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.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has granted advances during the year to two parties. The maximum amount outstanding during the year was Rs. 50,02,514 and at the end of the year balance was Rs. Nil.

b) In our opinion, the terms and conditions on which such advances have been given are not prima facie prejudicial to the interest of the company.

c) In respect of advance given by the Company, these are repayable on demand and therefore the question of overdue amount doesn''t arise.

d) The Company has not taken advances during the year from two parties, therefore clause (iii) (e)(f)(g) of paragraph 4 of the order are not applicable.

4. 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 for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts / arrangements have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company does not have internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of the services rendered by the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

9. According to the information and explanations given to us in respect of statutory dues:

a) Undisputed statutory dues in respect of custom duty, excise duty, sales tax, service tax, withholding taxes, provident fund, and employees'' state insurance, cess as applicable and any other statutory dues have been regularly deposited with the appropriate authorities. Since to the best of our knowledge, the Central Government has till date not prescribed the amount of cess payable under section 441A of the Act, no comments in this respect have been made.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Sales Tax, Excise Duty, Cess and other material statutory dues in arrears as at 31st March 2014, for a period of more than six months from the date they became payable.

c) Details of dues of Income Tax which have not been deposited as on 31st March 2014, on account of disputes are given below:

Statute Nature of Forum where Period to Amount Dues Dispute is which the Involved pending amount relates

Income tax Income tax ITAT 2000-01 11,92,911 Act, 1961

During the year the Company has paid Rs. 5,21,102 on the said demand.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and also in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by management, the Company has not taken any Loan from Financial Institutions, Banks and Debenture holders, so default in repayment of dues does not arise.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not in dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of paragraph 4 (xv) of the said Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not taken any Term loans.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long term investment.

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

19. The Company has not issue any Debenture during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For D Kothary & Co. Chartered Accountants (Firm Registration No. 105335W)

Vipul N. Chauhan Partner Membership No. 047846

Place : Mumbai Date : 28th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Continental Controls Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors as on 31st March, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on 31" March, 2013, from being appointed as a director in terms of Section 274(l)(g)oftheAct.

Annexure to Auditors'' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

1. In respect of its fixed assets:

a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, 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.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 ofthe Companies Act, 1956:

a) The Company has not granted any unsecured loan to any Company firm and other parties, therefore clause 4(iii)(b)(c)(d) are not applicable to the Company.

b) The Company has taken advances during the year from two parties. The maximum amount outstanding during the year was Rs. 3,15,518 and at the end ofthe year balance was Rs. Nil.

c) In our opinion, the terms and conditions on which such advances have been taken are not prima facie prejudicial to the interest ofthe company.

d) In our opinion, the repayment of advances is regular as per stipulated terms.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size ofthe Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect ofthe contracts or arrangements referred to in Section 301 ofthe Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 ofthe Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts / arrangements have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 ofthe Order are not applicable to the Company.

7. In our opinion, the Company does not have internal audit system commensurate with the size and nature of its business, but as per information and explanation given by the management there is an adequate internal control system.

8. To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 ofthe Act, in respect ofthe services rendered by the Company. Accordingly, the provisions of clause 4(viii) ofthe Order are not applicable. ___

9. According to the information and explanations given to us in respect of statutory dues:

a) Undisputed statutory dues in respect of custom duty, excise duty, sales tax, service tax, withholding taxes, provident fund, and employees'' state insurance, cess as applicable and any other statutory dues have been regularly deposited with the appropriate authorities. Since to the best of our knowledge, the Central Government has till date not prescribed the amount of cess payable under section 441A of the Act, no comments in this respect have been made.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Sales Tax, Excise Duty, Cess and other material statutory dues in arrears as at 31!1 March 2013, for a period of more than six months from the date they became payable.

10. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and also in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by management, the Company has not taken any Loan from Financial Institutions, Banks and Debenture holders, so default in repayment of dues does not arise.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not in dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of paragraph 4 (xv) of the said Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not taken any Term loans.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long term investment.

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

19. The Company has not issue any Debenture during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For D.Kothary & Co

Chartered Accountants

(Firm Registration No. 105335W)

Vipul N. Chauhan

Partner

Membership No. 47846

Place: Mumbai

Date : 30th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Continental Controls Limited ('the Company') as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto (together referred to as 'financial statements'). 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the 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, ('the said Order'/'CARO') issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 those books;

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

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

e) On the basis of written representations received from the Directors as on March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31,2012 from being appointed as a director 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 the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Statement of Profit and Loss, 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 Auditors' Report

( Referred to in Paragraph 3 of our report of even date)

1. In respect of its fixed assets:

a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, 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.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not granted any unsecured loan to any Company, firm and other parties, therefore clause 4(iii)(b)(c)(d) are not applicable to the Company.

b) The Company has taken advances during the year from two parties. The maximum amount involved during the year was Rs. 9,5 3,2 5 5 and at the end of the year balance was Rs. 4,31,560.

c) In our opinion, the terms and conditions on which such advances have been taken are not prima facie prejudicial to the interest of the company.

d) In our opinion, the repayment of advances is regular as per stipulated terms.

4. 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 for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contracts / arrangements have been made at prices which appear reasonable as per information available with the Company.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company does not have internal audit system commensurate with the size and nature of its business, but as per information and explanation given by the management there is an adequate internal control system.

8. To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of the services rendered by the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

9. According to the information and explanations given to us in respect of statutory dues:

a) Undisputed statutory dues in respect of custom duty, excise duty, sales tax, service tax, withholding taxes, provident fond, and employees' state insurance, cess as applicable and any other statutory dues have been regularly deposited with the appropriate authorities. Since to the best of our knowledge, the Central Government has till date not prescribed the amount of cess payable under section 441A of the Act, no comments in this respect have been made.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Sales Tax, Excise Duty, Cess and other material statutory dues in arrears as at 31st March 2012, for a period of more than six months from the date they became payable.

c) Details of dues of Income Tax which have not been deposited as on 3 lsl March 2012, on account of disputes are given below:

Statute Nature of Forum where Period to Amount Dues Dispute is which the involved Pending amount relates

Income tax Income tax ITAT 2000-01 11,92,911 Act, 1961

10. The Company has accumulated losses at the end of the financial year which is not more than fifty per cent of its net worth. The Company has not incurred cash losses during the financial year covered by the audit and also in the immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by management, the Company has not taken any Loan from Financial Institutions, Banks and Debenture holders, so default in repayment of dues does not arise.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. The Company is not in dealing or trading in shares, securities, debentures and other investments, paragraph 4(iv) is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of paragraph 4 (xv) of the said Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not taken any Term loans.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long term investment.

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

19. The Company has not issue any Debenture during the year.

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

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For D. Kothary & Co

Chartered Accountants

(Firm Registration No. 105335W)

Vipul N. Chauhan

Partner

Membership No. 47846

Place: Mumbai

Date : 28th August, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of CONTINENTAL CONTROLS LIMITED as at 31st March, 2011 and also the profit and loss account and the cash flow statement for the year ended on 31st March, 2011 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2004 issued by the Central Government in terms of section 227(4A) of the Companies Art, 1956.; we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph(1) 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 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, 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, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause(g) of sub-section (1) of section 274 of the Companies Act 1956;

(f) In our opinion and to the best of our information and according to explanations given to us the said accounts read with the notes thereon give the information as required by The Companies Act of India, 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 31- March, 2011; (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 AUDITOR'S REPORT

( Referred in paragraph (I) of report of even date)

(1) a In our opinion and according to the information and explanation given to us. the Company has not maintained the relevant records showing full particulars, including quantitative details and situation of fixed assets

In our opinion, the fixed assets have been physically verified by the management at reasonable intervals. having regard to the size of the company and nature of its assets.

In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

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

The procedures of physical verification of inventory followed by the management has appeared to be reasonable and adequate in relation to the size of the Company and nature of its business.

The Company is maintaining proper records of inventory The discrepancies noticed on verification between the physical stocks and book records have been properly dealt with in the books of accounts.

(iii) a As informed to us, there are no companies, firms or other parties to be covered in register maintained under Section 301 of the Companies Act. 1956. Therefore, the provisions of clause 4(iii) (a) to (g) of the Companies (Auditor's Report) Order. 2003 (as amended) are not applicable to the Company

(iv) In our opinion, there are adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls

(v) As informed to us. there are no companies, firms or other parties to be covered in register maintained under Section 301 of the Companies Act. 1956. Therefore, the provisions of clause 4(v) (a) and (b) of the Companies (Auditor's Report) Order. 2003 (as amended) are not applicable to the Company

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the shareholders, friends, relative of directors and business associates. Hence the provisions of section 58A and 58AA of the Companies Act, 1956 and companies (Acceptance of Deposit) Rules 1975 are not applicable to company

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

(viii) As informed to us. the maintenance of cost records has not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956. in respect of the activities carried on by the company

(ix) a The company has been regular in depositing undisputed statutory dues including Provided Fund dues, Investor Education and Protection Fund dues. Employees' Slate Insurance. Income-tax. Sale-tax. cess and any other statutory dues with appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable In respect of income tax. wealth tax, sales tax. custom duty and excise duty were outstanding, as at 31st March 2011 for a period of more than six months from the date they become payable except income tax and professional tax

ANNEXURE TO THE AUDITORS REPORT

( Referred in paragraph (I) of report of even date)

(x) The company has not incurred cash losses in the current year. However In the immediately preceding financial year the company has accumulated losses.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions, banks or to debenture holders.

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

(xiii) In our opinion, the company is not a Chit Fund or a Nidhi Fund or a Mutual Benefit Fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company

(xiv) As the company is not dealing or trading in shares, securities, debentures or other investments, paragraph 4(xiv) of the Order is not applicable

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

(xvi) This clause Is not applicable as no term loans have been raised during the year.

(xvii) Based on the Information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investments.

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

(xix) The company has not issued any debentures during the year

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

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

Place : Mumbai For, D Kothary & Co., Date :27/08/2011 Chartered Accountants

Vipul N. Chauhan Partner M/No. :: 47846 Address:: 149, Behram Mahal. 2nd Floor 534. Dhobi Talao. Mumbai - 400002 Firm Registration No. 105335Wb


Mar 31, 2010

We have audited the attached Balance Sheet of CONTINENTAL CONTROLS LIMITED as at 31st March, 2010 and also the profit and loss account and the cash flow statement for the year ended on 31st March 2010 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2004 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956.; we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph (1) 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 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, 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, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010 from being appointed as a Director in terms of clause(g) of sub-section (1) of section 274 of the Companies Act 1956;

(f) In our opinion and to the best of our information and according to explanations given to us the said accounts read with the notes thereon give the information as required by The Companies Act of India, 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 31 st March 2010;

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

(ii) In the case of the cash flow statement of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred in paragraph (1) of report of even date)

(i) a In our opinion and according to the information and explanation given to us, the Company has not maintained the relevant records showing full particulars, including quantitative details and situation of fixed assets.

b In our opinion, the fixed assets have been physically verified by the management at reasonable intervals, having regard to the size of the company and nature of its assets.

c In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the company during the year.

(ii) a The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b The procedures of physical verification of inventory followed by the management have appeared to be reasonable and

adequate in relation to the size of the Company and nature of its business. c The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records have been properly dealt with in the books of account.

(iii) a The company has not granted any loan whether secured or unsecured to companies, firm or other parties covered in the registered under section 301 of the Act. b The company has not taken any loan whether secured or unsecured from companies, firm or other parties covered in the registered under section 301 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and nature of its business, with regard to purchase of stores, raw material including components, packing material, plant and machinery, equipment and other assets and with regard to sale of goods. There is no major weakness in the internal control procedures.

(v) a All the transaction with parties covered under section 301 of the Companies Act. 1956 have been properly entered in the register maintained under section 301 of the act. b There are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs, 5,00,000/- or more in respect of each party.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the Shareholders, Friends, Relatives of Directors and Business Associates. Hence the provision of section 58A and 5 8 AA of the Cpmpanies Act, 1956 and Companies (Acceptance of Deposit) Rules 1975 are not applicable to Company.

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

(viii) In our opinion and according to the information given to us, cost records under section 209( 1) (d) of the Companies Act, 1956 are not prescribed by the Central Government for the activities of the Company.

(ix) a According to the information and explanation given to us and the records examined by us, the company is regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Professional Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authority. b According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty and Excise Duty were outstanding, as at 31 st March, 2010 for a period of more than six months from the date they become payable except Income Tax and Professional Tax.

(x) The company has not incurred cash losses in the current year. However in the immediately preceding financial year the

company has accumulated losses.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to any financial institutions, banks or to debenture holders.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of Stock, Debentures and Other Securities.

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

(xiv) As the company is not dealing or trading in shares, securities, debentures or other investments, paragraph 4(xiv) of the Order is not applicable.

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

(xvi) The term loans were applied for the purpose for which the loan is obtained.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investments.

(xviii) The company has not made preferential allotment to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year and the question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise.

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

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

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



For D.KOTHARY & CO

Chartered Accountants

Place: Mumbai

Date :30 th August 2010

VIPULN.CHAUHAN

Partner

M/N: 47846

Firm Registration No. 105335W

Address : 149, Behram Mahal,

2nd Floor,534, Dhobi Talao,

Mumbai - 400 002.

 
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