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Auditor Report of Emerald Leisures Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

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

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

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

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

Opinion

In 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, of the state of affairs of the Company as at 31 st March, 2015, and its loss and its 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.

2. AsrequiredbySection143(3)of the Act, we report that:

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

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

(c)/ The Balance Sheet, 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.

(e) In our opinion there are no financial transactions or matters which have any adverse effect on the functioning of the company.

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

(g) 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements- Refer Note 3 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE AUDITORS'REPORT

(Referred to in our above report of even date)

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

(b) As explained to us, considering the nature of the Fixed Assets, the same have been physically verified by the management at reasonable intervals during the year as per the verification plan adopted by the company, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us and the records produced to us for our verification, no discrepancies were noticed during such physical verification.

(c) The company has not disposed off substantial part of the fixed assets during the year.

2. (a) The inventory of realestate has been physically verified during the year by the management.

(b) The procedures of physical verification of the inventory of real estate followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory of real estate, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stock and the book records.

3. (a) The Company has not granted any loans, secured or unsecured, to Companies, Firms and Other parties covered in the Register maintained under Section 189 of the Companies Act, 2013, during the year.

(b) The Company has not taken any loans from Companies, Firms and Other parties covered in the Register maintained under Section 189 of the Companies Act, 2013, during. the year, except unsecured loans from five parties the outstanding balance of whose as at the balance sheet date was Rs. 3872.25 Lakhs.

(c) As informed to us, rate of interest and otherterms & conditions of the same are not prejudicial to the interests of the company.

(d) There are nostipulations as tore payment of principal amounts.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases and sale of inventory and fixed assets. During the course of our audit, no majorweakness has been noticed in the internal control system.

5. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits. As informed to us, no order has been passed against the company by the Company Law Board, the National Company Law Tribunal, RBI or any court or any tribunal.

6. The Company is maintaining cost records as prescribed under Section 148 (1) of the Companies Act, 2013. However, we have not verified the same for completeness or accuracy.

7. (a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, ESI, Sale Tax, VAT, Income Tax, Customs duty, Wealth Tax, Service Tax, Excise Duty, Cess and any other statutory dues were outstanding, as at the balance sheet date for a period of more than six months from the date they became payable except Rs. 486 lakhs regarding Income Tax for A.Y. 2011 -12, pending with Dy. Comm. Of Income Tax 10(2),Mumbai (b) In respect of disputed Income Tax and Sales Tax cases, the company has not ascertained the amount of such dues. There are no cases of non-deposit with appropriate authorities of undisputed dues of Sales Tax, VAT, Income Tax, Customs Duty, Wealth Tax, Excise Duty, Service Tax and cess. Except Rs. 29.24 lakhs regarding VAT for F.Y. 2004-05 pending with Sales Tax. Mumbai.

8. The accumulated losses of the company at the end of the financial year are more than 50% of its net worth. It has incurred cash losses during the year covered by our audit and also in the immediately preceding year.

9. 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 institution, bank or debenture holders.

10. As informed to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11. As informed to us, the Term Loans have been used for the purpose they were raised.

12. 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 M/S P.G.BHAGVW

Chartered Accountants,

Firm Registration Number: 101118W

Sd/-

Shriniwas Shreeram Gadgil

Partner Place: Mumbai

Membership No.: 120570 Date: 30th May 2015


Mar 31, 2014

1. We have audited the attached Balance sheet of Emerald Leisures Limited as at 31st March, 2014, the Profit and Loss account and also the Cash-flow statement for the year ended on that date, annexed thereto. These financial state-ments are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors'' Report) Order, 2003, (as amended by Companies (Auditor''s Report) (Amendment) 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.

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

(i) 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;

(ii) 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;

(iii) the Balance sheet, Profit and Loss account and Cash-flow statement dealt with by this report are in agreement with the books of account;

(iv) 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, except that provision for Gratuity and leave encashment liability has not been made as per Accounting Standard 15 (revised) nor disclosure has been made as required by the said Standard, (Retirement benefits);

(v) on the basis of the written representations received from the directors as on 31st March, 2014, we report that none of the directors are disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) a) Provision for wealth tax as at 31.3.14 has not been made nor ascertained (refer Note 8)

b) Provision for gratuity and leave encashment has not been made as per AS-15 revised, (Retirement benefits). Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies and other 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 affairs of the Company as at 31st March, 2014;

b. in the case of the Profit and Loss account, 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.

Annexure to the Auditor''s report

Re: Emerald Leisures Limited,

Formerly known as Apte Amalgamations Limited

referred to in paragraph 3 of our Report of even date)

1. (a) The Company has maintained records to show particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, all the fixed assets have been physically verified by the management during the year. As informed to us, no difference between fixed assets records and physical verification were observed.

(c) The company has not disposed off substantial part of the fixed assets during the year.

2. (a) Inventory of real estate has been physically verified during the year by the management.

(b) The procedure of physical verification of the inventory of real estate is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Proper records of inventory of real estate is maintained, and there are no material discrepancies between the physical stocks and the book records.

3. (a) The Company has not granted loans or advances , secured or unsecured, to Companies, firms and Other parties covered under section 301 of the Companies Act,1956.

(b) the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, except unsecured loans from four parties the outstanding balance of whom as at the balance sheet date was Rs. 1608 lakhs.

(c) As informed to us, rate of interest & other terms & conditions of the same are not prejudicial to the interests of the company,

(d) There are no stipulations as to repayment of principal amounts;

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 purchase and sale of inventory and fixed assets. There was no sale of goods or services during the year. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that 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) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3. The Company has not accepted deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, where applicable, and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal.

7. The Company did not have an internal audit system during the year.

8. Maintenance of cost records has not been prescribed to the company under section 209(1)(d) of the Companies Act, 1956

9. (a) In our opinion and according to the information and explanations given to us, the company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty,cess, service tax, and any other statutory dues, wherever applicable, with the appropriate authorities There are no undisputed dues pending unpaid for more than six months as at the balance sheet date.

(b) In respect of disputed Income tax and Sales Tax cases, the company has not ascertained the amount of such dues. There are no cases of non-deposit with the appropriate authorities of undisputed dues of sales-tax, income tax, service-tax, wealth tax and cess.

10. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its networth. It has incurred cash losses during the year covered by our audit and also in the immediately preceding year.

11. In our opinion, and according to the information and explanations given to us, the Company has no dues to Banks, financial institutions and debenture holders as on the date of balance sheet..

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities

13. As informed to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

15. The provisions of any special statute applicable to chit funds are not applicable to the company.

16. The Term Loan have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis 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 unde section 301 of the Companies Act, 1956, during the year.

19. No debentures have been issued by the Company and hence the question of creating securities/ charge in respect thereof does not arise

20. During the year, the Company has not raised money by public issue.

21. 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 noticed or reported during the year.

For M/S P. G. BHAGWAT Chartered Accountants,

Sd/- (S. S. Athavale) Partner (Membership No. 83374) Firm''s Registration No. With ICAI : 101118W Date : 30th May 2014


Mar 31, 2013

Report on the Financial Statements

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

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 Standards refened to in sub-section (3C) of section 211 of the Companies Act. 1956 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. Auditor''s Responsibility

Our respons i is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standaifls''oi Siting issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical require- nwllls 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.

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 Compantes 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 affairs of the Company as at March 31,2013;

(b) in the case of the Profit and Loss Account, 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. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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, with report that.

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

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

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

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

e. on the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

APTE AMALGAMATIONS LIMITED - Annual Report 2013

Annexure to the Auditor''s report Re: Apte Amalgamations Limited (referred to in paragraph 3 of our Report of even date)

1. (a) The Company has maintained records to show particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, all the fixed assets have been physically verified by the management during the year. As informed to us, no difference between fixed assets records and physical verification were observed.

(c) The company has not disposed off substantial part of the fixed assets during the year.

2. (a) Inventory of real estate has been physically verified during the year by the management.

(b) The procedure of physical verification of the inventory of real estate is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Proper records of inventory of real estate is maintained, and there are no material discrepancies between the physical stocks and the book records.

3. (a) The Company has not granted loans or advances, secured or unsecured, to Companies, firms and Other parties covered under section 301 of the Companies Act,1956.

(b) the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, except unsecured loans from two parties the outstanding balance of whom as atthe balance sheet date was , - Rs. 2252 lakhs.

(c) As informed to us, rate of interest & other terms & conditions of the same are not prejudicial to the interests of the company.

(d) There are no stipulations as to repayment of principal amounts: i

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 purchase and sale of inventory and fixed assets. There was no sale of goods or services during the year. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are j of the opinion that 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) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 Lacs in respect of any party during the year 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 deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, where applicable, and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal.

7. The Company did not have an internal audit system during the year.

8. Maintenance of cost records has not been prescribed tothecompanyunder section 209(1 )(d) of the Companies Act, 1956

9. (a) In our opinion and according to the information and explanations given to us, the company is regular in depositing undisputed statutory

dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess, service tax, and any other statutory dues, wherever applicable, with the appropriate authorities. There are no undisputed dues pending unpaid for more than six months as at the balance sheet date. (b) according to the information and explanations given to us. there are cases of non-deposit of excise duty of Rs. 56,68,989/- (pending with the Assistant Commissioner of Central Excise, Mumbai). In respect of disputed income tax cases, the company has not ascertained the amount of such dues. There are no cases of non-deposit with the appropriate authorities of disputed dues of sales-tax, service-tax, wealth tax and cess.

10. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its networth. It has incurred cash losses during the year covered by our audit and also in the immediately preceding 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 any financial institution, bank or debenture holders.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As informed to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

15. The provisions of any special statute applicable to chit funds are not applicable to the company.

16. The Term Loan have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis 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, during the year.

19. No debentures have been issued by the Company and hence the question of creating securities/ charge in respect thereof does not arise.

20. During the year, the Company has not raised money by public issue.

21. 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 noticed or reported during the year.

For M/SP.G.BHAGWAT

Chartered Accountants.

Sd/-

(S.S.Athavale)

Partner

Membership No. 83374

Firm''s Registration No. With 1CAI: 101118W

Date: 30th May 2013


Mar 31, 2012

1. We have audited the attached Balance sheet of Apte Amalgamations lmited as at 31st March,2012. the Profit and Loss account and also the Cash-flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, (as amended by Companies (Auditor's Report) (Amendment) 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.

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

(i) 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:

(ii) 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;

(iii) the Balance sheet,Profit and Loss account and Cash-flow statement dealt with by this report are in agreement with the books of account;

(iv) 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, except that provision for Gratuityand leave encashment liability has not been made as per Accounting Standard 15 (revised) nor disclosure has been made as required by the said Standard, (Retirement benefits);

(v) on the basis of the written representations received from the directors as on 3151 March, 2012, we report that none of the directors are disqualified as on 31 " March, 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) a) Provision for wealth tax as at 313.12 has not been made nor ascertained (refer Note 8)

b) Provision for gratuity and leave encashment has not been made as per AS-15 revised, (Retirement benefits).

Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies and other 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 affairs of the Company as at 31" March, 2012;

b. in the case of the Profit and Loss account, 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.

Annexure to the Auditor's report Re: Apte Amalgamations Limited (referred to in paragraph 3 of our Report of even date)

1. (a) The Company has maintained records to show particulars, including quantitative details and situation of its fixed assets.

(b) As informed to us, all the fixed assets have been physically verified by the management during the year, As informed to us, no difference between fixed assets records and physical verification were observed,

(c) The company has not disposed off substantial part of the fixed assets during the year.

2. (a) Inventory of real estate has been physically verified during the year by the management.

(b) The procedure of physical verification of the inventory of real estate is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Proper records of inventory of real estate is maintained, and there are no material discrepancies between the physical stocks and the book records.

3. (a) The Company has not granted loans or advances, secured of unsecured, to Companies, firms and Other parties covered under section

301 ofthe Companies Act,1956.

(b) the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, except unsecured bans from tour parties the outstanding balance of whom as at the balance sheet date was Rs. 1608 lakhs.

(c) As informed to us, rate of interest & other terms & conditions ofthe same are not prejudicial to the interests of the company,

(d) There are no stipulations as to repayment of principal amounts;

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 purchase and sale of inventory and fixed assets. There was no sale of goods or services during the year. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system,.

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

of the opinton that the particulars of contracts or arrangements referred tain section 301 of the Act have been entered in the register required to be maintained underthat section.

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 Lacs in respect ofanypartyduringthe year 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 deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, where applicable, and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal.

7. The Company did not have an internal audit system during the year.

8. Maintenance of cost records has not been prescribed to the company under section 209(1 )(d) of the Companies Act, 1956

9. (a) In our opinion and according to the information and explanations given to us, the company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess, service tax, and any other statutory dues, wherever applicable, with the appropriate authorities. There are no undisputed dues pending unpaid for more than six months as at the balance sheet date.

(b) according to the information and explanations given to us, there are cases of non-deposit of excise duty of Rs. 56,68,989/- (pending with the Assistant Commissioner of Central Excise, Mumbai). In respect of disputed income tax cases, the company has not ascertained the amount of such dues. There are no cases of non-deposit with the appropriate authorities of disputed dues of sales-tax, service-tax, wealth tax and cess.

10. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its networth. It has incurred cash losses during the year covered by our audit and also in the immediately preceding year.

11. In our opinion, and according to the information and explanations given to us, the Company has no dues to Banks, financial institutions and debenture holders as on the date of balance sheet..

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities..

13. As informed to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

15. The provisions of any special statute applicable to chit funds are not applicable to the company.

16. The Term Loan have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us, and on an overall examination ofthe Balance sheet ofthe Company, we report that no funds raised on short-term basis 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, during the year.

19. No debentures have been issued by the Company and hence the question of creating securities/ charge in respecttiereof does not arise.

20. During the year, the Company has not raised money by public issue,

21. 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 noticed or reported during the year.

For M/S P.G.Bhagwat,

Chartered Accountants,

Sd/-

(S.S.Athavale)

Partner Membership No. 83374 Place: Mumbai

Firm's Registration No. With ICAI: 101118W Date: 31stMay 2012


Mar 31, 2010

1. We have audited the attached Balance sheet of Apte Amalgamations Limited as at 31a March, 2010, the Profit and Loss account and also the Cash-flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, (as amended by Companies (Auditors Report) (Amendment) 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.

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

(i) 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;

(ii) 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;

(iii) the Balance sheet, Profit and Loss account and Cash-flow statement dealt with by this report are in agreement with the books of account;

(iv) 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, except that provision lor Gratuity and leave encashment liability has not been made as per Accounting Standard 15 (revised) nor disclosure has been made as required by the said Standard, refer note No A (Retirement benefits);

(v) on the basis of the written representations received from the directors as on 31st March, 2010, we report that none of the directors are disqualified as on 31s1 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;

(vi) a) Provision for wealth tax as at 31.3.10 has not been made norascertained(refer Note 14)

b) Provision forgratuity and leave encashmenthas not been made asperAS-15 revised, refer note No A(Retirementbenefits). Subject to the above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the significant accounting policies and other 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 affairs of the Company as at 31s1 March, 2010;

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 Re: Apte Amalgamations Limited (referred to in paragraph 3 of our Report of even date)

1. (a) The Company has maintained records to show particulars, including quantitative details and situation of its fixed assets. These records have not been updated

(b) the fixed assets have not been physically verified by the management during the year. In the absence of updated fixed assets records and physical verification not having been done, we are unable to comment on the discrepancies, if any;

(c) Substantial part of the fixed assets have been sold during the year, but not to the extent that it would affect the going concern assumption.

2. (a) Inventory of real estate has been physically verified during the year by the management.

(b) The procedure of physical verification of the inventory of real estate is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) Proper records of inventory of real estate is maintained, and there are no material discrepancies between the physical stocks and the book records.

3. (a) The Company has not gransted loans or advances, secured or unsecured, to Companies, firms and other parties covered under section

301 of the Companies Act, 1956, except to two parties whose debit balance is Rs. 187.11 lakhs which is unsecured & interest free.

(b) As informed to us, the terms & conditions of the same are not prejudicial to the interests of the company, except that they are interest free and unsecured.;

(c) There are no stipulations as to repayment of principal amounts;

(d) the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956,

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commen- surate with the size of the Company and the nature of its business for the purchase and sale of inventory and fixed assets. There was no sale of goods or services during the year. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to b e maintained under that section.

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangementsand exceeding the value of Rs.5 Lacs in respect of any party during the year 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 deposits from the public within the meaning of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956, where applicable, and the Rules framed there under. We are informed that no Order has been passed by the Company Law Board, Reserve Bank of India or any Court or any other Tribunal.

7. The Company did not have an internal audit system during the year.

8. Maintenance of cost records has not been prescribed to the company under section 209(1 )(d) of the Companies Act, 1956

9. (a) In our opinion and according to the information and explanations given to us, the company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales- tax, Wealth Tax, Custom Duty, Excise Duty, cess, service tax, and any other statutory dues, wherever applicable, with the appropri- ate authorities. There are no undisputed dues pending unpaid for more than six months as at the balance sheet date. (b) according to the information and explanations given to us, there are cases of non-deposit of customs duty of Rs. 56,68,989/- (pending with the Assistant Commissioner of Central Excise, Mumbai). In respect of disputed income tax cases, the company has not ascertained the amount of such dues. There are no cases of non-deposit with the appropriate authorities of disputed dues of sales-tax, service-tax, wealth tax and cess.

10. The accumulated losses of the Company at the end of the financial year are more than fifty percent of its networth. It has not incurred cash losses during the year covered by our audit but has in the immediately preceding year.

11. In our opinion, and according to the information and explanations given to us, the Company has no dues to Banks, financial institu- tions and debenture holders as on the date of balance sheet.

12. The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As informed to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

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

15. The provisions of any special statute applicable to chit funds are not applicable to the company.

16. The Company has not obtained any term loan during the year.

17. According to the information and explanations given to us, and on an overall examination of the Balance sheet of the Company, we report that no funds raised on short-term basis 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, during the year.

19. No debentures have been issued by the Company and hence the question of creating securities charge in respect thereof does not arise.

20. During the year, the Company has not raised money by public issue.

21. 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 noticed or reported during the year.

For M/SP.G.Bhagwat, Chartered Accountants,

(S.S.Athavale) Partner Membership No. 83374 place: Mumbai Firms Registration No. With ICAI: 101118W Date : April 29,2010

 
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