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Auditor Report of Cressanda Solutions Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditors Responsibility

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

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

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

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit & 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, Read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard (AS) - 30 on 'Financial Instruments: Recognition and Measurement' issued by the Institute of Chartered Accountants of India (ICAI);

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

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

i. There are no pending litigations that impact the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any.

iii. There has been no delay in transferring amount, required to be transferred, if any, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

[Referred to the Independent Auditor's Report to the members of Cressanda Solutions Limited]

The Annexure referred to in the Independent auditor's report to the members of Cressanda Solutions Limited for the year ended as on 31 st March, 2015. We report that: -

(i) Fixed Assets

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

(b) The management at reasonable intervals has physically verified the Fixed Assets.

(ii) Inventories

(a) During the financial year under audit the company had no inventory, thus this particular clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the order is not applicable.

(iii) Loans taken from and given to parties covered under Section 189 of the Companies Act,2013

(a) The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 so requirement of the clause 4(iii)(a), 4(iii)(b), 4(iii)(c), 4(iii)(d), 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) Internal Controls

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, sale of goods and services and fixed assets. However, on the basis of our examination and explanations given to us, we have noticed instances of major weakness in recording of transactions in the books of accounts of the company.

(v) Public Deposits

The Company has not accepted any deposits from the public during the years, which are within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

(vi) Cost Records

As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under of sub-section (1) of section 148 of the Companies Act, 2013 for any product of the company.

(vii) Statutory Dues

(a) As per the records verified by us, the Company is generally regular in depositing statutory dues involving income Tax, Provident Fund, Employees State Insurance, Sales Tax, Service tax, Cess and other applicable statutory dues with the appropriate authorities. Also, scrutiny of the records revealed no dues in respect of Investor Education and Protection Fund, and Wealth Tax. There were no undisputed statutory dues remaining outstanding as on 31.03.2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, which has not been deposited on account of any disputes.

(viii) Accumulated losses

The Company has losses less than 50% of its net worth at the end of the financial year. The company has cash losses of Rs. 14,14,985/- in the current year and incur cash losses of Rs. 1,43,03,715/- in the immediately preceding financial year.

(ix) Dues to Banks

The Company has neither issued any debentures nor has borrowed from any Financial Institution or bank.

(x) Guarantees Given

As per the records verified by us and based on the explanations given to us, we are of the opinion that the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, the terms and conditions of which are prima-facie prejudicial to the interest of the Company.

(xi) Application of term I ,an

The company have not availed any term loan facility during the financial year.

(xii) Frauds

During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agarwal Sanganeria & Co

Chartered Accountants

Firm Regn No. 317224E

Saket Sanganeria

Partner

C.A.Membership No. 300679

Place: Mumbai

Date : 29th May, 2015


Mar 31, 2014

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

The books of accounts, as had been approved by the Board of Directors in the meeting held on 31/05/2014 and as reported upon by us in our Auditor''s Report dated 31/05/2014, have been altered thereafter on account of certain errors and omissions on the part of the management in drawing up the books of accounts. Due to the inherent limitations in the audit of an entity, these errors and omissions were not detected during the course of our audit.

However, after these errors and omissions have been brought to our notice, the books of accounts have been re- opened and rectified by the management and consequently, the financial statements have been revised. Accordingly, we have revised our Audit Report. In our opinion and to the best of our knowledge and ability, the financial statements, so revised, are free from material misstatement and present a true & fair view of the books of accounts of the company.

In this report, the term ''financial statements'' shall mean the ''revised financial statements'' and the term ''audit report'' shall mean our ''revised audit report''. Also, the terms ''Balance Sheet'', ''Statement of Profit & Loss'' and ''Cash Flow Statement'' shall mean the ''Revised Balance Sheet'', ''Revised Statement of Profit & Loss'' and ''Revised Cash Flow Statement'' respectively.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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.

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

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

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

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

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

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

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

As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order.

Attention is drawn to Note No. 26 of the financial statements of the company related to the value of investment in wholly owned subsidiary company, Cressanda Solutions Inc. In absence of audited financial statements of Cressanda Solutions Inc., we are unable to offer our comments on the same.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under 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; and on the basis of written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956..

The Annexure referred to in the Independent auditor''s report to the members of Cressanda Solutions Limited

for the year ended as on 31st March, 2014. We report that: -

(i) Fixed Assets

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

(b) The management at reasonable intervals has physically verified the Fixed Assets.

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

(ii) Inventories

(a) The inventory has 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 inventory. As explained to us, there was no material discrepancy noticed on physical verification of inventory as compared to the book records.

(iii) Loans taken from and given to parties covered under Section 301 of the Companies Act.1956

(a) The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 so requirement of the clause 4(iii)(b), 4(iii)(c) , 4(iii)(d), 4(iii)(e), 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) Internal Controls

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory, sale of goods and services and fixed assets. However, on the basis of our examination and explanations given to us, we have noticed instances of major weakness in recording of transactions in the books of accounts of the company.

(v) Transactions with Section 301 parties under the Companies Act. 1956

In Our opinion and according to the information and explanations given to us by the Company, there are no transactions exceeding Rs. 5,00,000/-(Rupees Five Lacs only) with parties which are required to be entered in a register of contracts in pursuance of Section 301 of The Companies Act, 1956, hence clause 4(v)(a) and 4(v)(b) of the Order is not applicable.

(vi) Public Deposits

The Company has not accepted any deposits from the public during the year within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

(vii)

Internal Audit

The company does not have an internal audit system in place.

(viii) Cost Records

We have broadly examined the cost records maintained by the Company, including pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 )(d) of the Companies Act, 1956 for the products manufactured by the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made.

(ix) Statutory Dues

(a) As per the records verified by us, the Company is generally regular in depositing statutory dues involving Income Tax, Provident Fund, Employees State Insurance, Sales Tax, Service tax, Cess and other applicable statutory dues with the appropriate authorities. Also, scrutiny of the records revealed no dues in respect of Investor Education and Protection Fund, and Wealth Tax.There were no undisputed statutory dues remaining outstanding as on 31.03.2014 for a period of more than six months from the date they become payable except as stated below:

Statement of Arrears of Statutory Dues Outstanding for More than Six Months

(b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, which has not been deposited on account of any disputes. Name of Nature of Amount Period to which Due date Date of Statute Dues (Rs) the amount Payment relates Income Tax TDS 10,28,584 May 2013 07/06/2013 15/07/2014 Act. 1961

Income Tax TDS 95.000 December 07/01/2014 15/07/2014 Act. 1961 2013

(x) Accumulated Losses

The Company has accumulated losses less than 50% of its net worth at the end of the financial year. The company has not incurred cash losses in the current year or in the immediately preceding financial year.

(xi) Dues to Banks

The Company has neither issued any debentures nor has borrowed from any Financial Institution or bank.

(xii) Loans against pledge of Securities

As per the records verified by us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities during the year under review.

(xiii) Applicability of Special Statute

The provisions of special statutes as applicable to Chit fund, Nidhi or Mutual Benefit Company are not applicable to the Company.

(xiv) Dealing in Shares

The company is not dealing in or trading in shares, securities, debentures and other investments.

(xv) Guarantees given

As per the records verified by us and based on the explanations given to us, we are of the opinion that the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions, the terms and conditions of which are prima-facie prejudicial to the interest of the Company.

(xvi) Term Loans

The Company has not raised money in the form of term loans. Hence, clause 4(xvi) of the Order is not applicable to the company.

(xvii) Use of Short Term Funds

In our opinion and according to the information and explanations given to us and on the basis of overall examination of the balance sheet of the company, we report that there are no funds raised on short-term which have been used for long term investment and vice-e-versa.

(xviii) Preferential Allotment

During the year, the Company has not made preferential allotment of equity shares to the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) Debentures

No debentures have been issued by the Company during the year.

(xx) Public Issue

The Company is has not raised money by public issues during the year; therefore clause 4(xx) of the Order is not applicable.

(xxi) Frauds

During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to information and explanations given to us no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agarwal Sanganeria & Co

Chartered Accountants Firm Regn No. 317224E

Sd/- Saket Sanganeria

Partner C.A.Membership No. 300679 Place: Mumbai Date: 21st August, 2014


Mar 31, 2013

We have audited the accompanying financial statements of CRESSANDA SOLUTIONS LIMITED, which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 judgement, 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

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

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

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

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

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

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

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

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

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

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

e) on the basis of the written representations received from the directors as on March 31, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of CRESSANDA SOLUTIONS LIMITED, on the accounts of the company for the year ended 31st March, 2013.

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed off during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

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

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

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

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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.

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceed five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, custom duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. 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 a financial institution, bank or debenture holders.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

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

17 Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

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

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor we have been informed of such cases by the management.

For Agarwal Sanganeria & Co

Chartered Accountants

Firm Regn No. 317224E

Pawan Kr Agarwal

Partner

C.A.Membership No. 053496

Date: 27th May 2013

Place: Kolkata


Mar 31, 2012

We have audited the attached Balance Sheet of CRESSANDA SOLUTIONS LIMITED, as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003 as amended, issued by the Central Government of India in terms of sub-section (4A) of section 22 7 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report 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 examinations 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 dealt with by this report comply with the applicable 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 are 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, they said accounts read together with the notes thereon give the information required by the Companies Act. 1956. in the manner so required aniline a true and fair view in conformitywith the accounting principles accepted in India:

a) in the case of the Balance Sheet, of the stale of the affairs of the Company as at 31st March, 2012; '

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

c) in the case of the Cash Flow Statement, of the Cash How's for the year ended on that date.

The Annexure referred to in the Auditor's Report to the members of Cressanda Solutions Ltd. for the year ended 31st March, 2012. We report that:

1. a) The company has no fixed assets, since there has been suspension of all the business and services provided by the company , the Company has disposed off all the fixed assets in the last financial year.

2. The Company was a service company, primarily rendering information technology services. Accordingly it does not hold any physical inventories. Thus paragraph 4(ii) of the Companies (Auditor's Report,) Order 2003. ('The Order') is not applicable.

3. a)The Company has not granted an)- loans, secured or unsecured to Companies, Firms and Other Parties listed in the register maintained under section 301 of the Act, 1956.

b) The Company has not taken any loans, secured or unsecured from Companies, Firms and Other Parties listed in the register maintained under section 301 of the Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. The activities of the Company do not involve purchase of inventories and sale of goods. However there has been suspension of all the business and services provided by the Company in the last to last financial year.

5. a) Based on the audit procedures applied by us and according to the information and explanations given to us the transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been entered, although as according to the information and explanations given to us, no transaction has been carried out in the current year that requires entry under of Section 301 of the Companies Act, 1956;

6. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

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

8. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act 1956 for any of the services rendered by the Company.

9. a) According to the information and explanations given to us and as per records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth-Tax, Cess and any other statutory dues as applicable to it.

b) According to the information and explanations given to us. there are no dues of Income tax that have not been deposited on account of am dispute and there are no amounts involved and the forum where the dispute is pending.

10. The company has accumulated losses at the end of the financial year which is not less than 50% of its net worth;

11. According to the information and explanations given to us, there were no dues to be paid to Financial Institutions or Banks or Debenture Holders.

12. 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;

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

14. Based on our examinations of the records and explanations provided to us, the company is not in the business of dealing or trading in shares, securities, debentures except other investments. As per the information provided to us proper records have been maintained of the investment transactions and contracts and the company has held the investments in its own name;

15. On the basis of the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions of which are prejudicial to the interest of the Company.

16. According to the information & explanations given to us, no term loan has been taken by the company during the year.

17. The funds raised on short-term basis have not 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. During the year the company has not issued any debentures.

20. The company has not raised any money by public issues during the year;

21. Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Agarwal Sanganeria & Co.

Chartered Accountants

Firm Regn. No. 317224E

Bina Gupta

Partner

C.A. Membership. No. 060269

Date: 15thMay, 2012 Place: Camp New Delhi


Mar 31, 2009

We have audited the attached Balance Sheet of CRESSANDA SOLUTIONS LIMITED, as at March 31, 2009, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

Further to our comments in the Annexure referred to above, we report 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 examinations 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 subjection (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on March 31, 2009 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2009 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 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:

a) in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31, 2009;

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

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

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred to in the Auditors Report to the members of Cressanda Solutions Ltd. for the year ended 31st March, 2009. We report that:

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

(b) Physical verification of major assets was conducted by the management during the year which in our opinion is reasonable having regards to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off substantial part of fixed assets and therefore do not affect the going concern assumption.

2. The Company is a service company, primarily rendering information technology services. Accordingly it does not hold any physical inventories. Thus paragraph 4(ii) of the Companies (Auditors Report,) Order 2003. (The Order) is not applicable.

3. a) The Company has not granted any loans, secured or unsecured to Companies, Firms and Other Parties listed in the register maintained under section 301 of the Act, 1956 except to two companies. The maximum amount outstanding during the year was Rs 49,16,219 and year end balance was Rs 48,57,177.

b) The loans given are interest free and the other terms and conditions of loans given by the Company secured or unsecured are prima facie not prejudicial to the interest of the Company.

c) Since the loans given by the company are in the nature of advance, so question of repayment of the principal amount does not arise.

d) We have been informed that there is no overdue amount more than Rs 1 lac, accordingly the requirement of this clause does not arise.

e) The Company has not taken any loans, secured or unsecured from Companies, Firms and Other Parties listed in the register maintained under section 301 of the Act, 1956 except from three companies and one director. The maximum amount outstanding during the year was Rs 81,80,674 and year end balance was Rs .26,48,007.

f) According to the information and explanations given to us, the rate of interest and otherterms and conditions of loans taken by the Company are not prima facie prejudicial to the interest of the Company.

g) The Company is regular in repayment of the principal amount including interest.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control

system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of services. The activities of the Company do not involve purchase of inventories and sale of goods. The management of the company has identified the areas where internal control needs further improvement so as to commensurate with the size and nature of the business;

5. (a) Based on the audit procedures applied by us and according to the information and explanations given to us the transactions that need to be entered into the register in pursuance of section 301 of the Companies Act, 1956 has been entered;

(b) The transaction entered into the register in pursuance of section 301 of the Companies Act, 1956 have been made at prices, which are reasonable having regard to the prevailing market prices at the relevant time;

6. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

7. In our opinion, the Company has an internal audit system which is commensurate with the size and nature of its business;

8. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act 1956 for any of the services rendered by the Company.

9. (a) According to the information and explanations given to us and as per records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, cess and any other statutory dues applicable to it. (b) According to the information and explanations given to us, there are no dues of income tax that have not been deposited on account of any dispute and there are no amounts involved and the forum where the dispute is pending except for the assessment year 2001-2002 with the Commissioner of Income Tax, Appeals XIII, New Delhi. The CIT has disallowed vide order dated 01.02.2005 expenditure amounting to Rs. 1,19,43,788/-in the case of Doctor Sahib. Com (P) Ltd. which has merged with Cressanda Solutions Limited w.e.f. 01.04.2001. The Company has appealed to ITAT against the order of Commissioner of Income Tax, Appeals XIII, and New Delhi. The order of tribunal is still pending for hearing.

10. The company has accumulated losses at the end of the financial year which is not less than 50% of its net worth and has not incurred cash losses in the current financial year and immediately preceding financial year;

11. During the year the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. 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;

13. The Company is not a Chit/nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. Based on our examinations of the records and explanations provided to us, the company is not in the business of dealing or trading in shares, securities, debentures except other investments, and we are of the opinion that proper records have been maintained of the transactions and contracts and timely entries have been made in those records. We also report that the company has held the investments in its own name;

15. On the basis of the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions of which are prejudicial to the interest of the Company.

16. According to the information & explanations given to us, the term loans were applied for the purpose for which the loans were obtained;

17. The funds raised on short-term basis have not been used for long-term investment or vice versa;

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. During the year the company has not issued any debentures;

20. The company has not raised any money by public issues during the year;

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Agarwal Sanganeria & Co.

Chartered Accountants

Pawan Kr. Agarwal

Date: June 30, 2009 Partner

Place: Camp Noida. C.A. Membership. No. 053496

 
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