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Auditor Report of Enterprise International Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ENTERPRISE INTERNATIONAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with the general circular 15/2013 dated 13 September 2013, issued by the ministry of Corporate Affairs, in respect of the 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 at and fair view and are free from material misstatement, whether due to fraud or error.

Auditors''Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basisforouraudit 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 Act in the manner so required and give a trueandfairviewinconformity 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 Profit and Loss Account, of the PROFITfor the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 forthe purpose of ouraudit;

b) in our opinion proper books of account as required by law have been kept by the Company sofaras appears from ourexamination of those books.

c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreementwith the booksof account.

d) in our opinion, the Balance Sheet, the Statement of Profit & Loss and the cash Flow Statement comply with the Accounting Standards notified under the Act which continue to be applicable in respect of the Section 133 of the Companies Act, 2013 in termsof General Circular 15/2013 dated 13 September 2013.

e) 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 Section 274(1 )(g) of the Act.

ANNEXURE TO THE AUDITOR''S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of ENTERPRISE INTERNATIONAL LIMITED on the accounts of the company for the year ended 31stMarch.2014.

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. In respect of its Fixed Assets:

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

b) Fixed Assets have been physically verified by the management in a phased periodical manner as per regular program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its business. No material discrepancies were noticed on such verification.

c) There are no substantial disposals of fixed assets during the year.

2. In respect of its inventory:

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

b) The procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and nature of its business.

c) The company has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories.

3. The company has neither granted nor taken any loans, secured or unsecured, to or from Companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently the provisions of clause (iii) of paragraph 4 of the Order 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 and fixed assets & for sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in the internal controls.

5. According to the information and explanation given to us, there are no contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under the section 301. Therefore, the provisions of clause (v) (b) of paragraph 4 of the Order are not applicable to the company.

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

7. In our opinion, the Company has an internal audit system commensurate with the size and natureofits business.

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act in respect of the company.

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

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, custom duty, cess and other material statutory dues applicable to it.

b) There was no undisputed amounts payable in respect of income tax, sales tax, custom duty and cess were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

c) Details of dues of Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2014 on account of any disputes are given below:

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

Customs Tariff Customs Commissioner of Financial year Act Duty Customers 2009-10.2010-11 2011-12,2012-13 & 2013-14

Statute Amount Involved Rs. in lakhs

Customs Tariff Act. 836.50

10. The company has no accumulated losses. The company 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 toafinancial institution, bankordebenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advance 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. Based on our examination of documents and records, we are of the opinion that proper records have been maintained of the transactions in respect of dealing and trading in shares and timely entries have been made therein. The shares have been held by the company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from abank 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, 2014, 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 not raised any money by way of debentures during the year.

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

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanations given by the management, we report that no material fraud on or by the Company has been noticed or reported during the year.

For K M TAPURIAH & CO. (Chartered Accountants) Place- Kolkata FRN: 314043E Place. Kolkata K M TAPURIAH Dated: 29.05.2014 (Partner) Membership No.: 051509


Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements ot ENTERPRISE INTERNATIONAL LIMITED ("the Company"), which comprise the Baiance 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 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. Auditors'' Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to frauo or error. In making those risk assessments, the auditor considers internal control relevant io the Company''s preparation and fair presentation of the financial statements in order to des''gn audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness ot 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 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 for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement deait with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

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 cf 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 ot 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. The report on accounts of the branch audited by branch auditor has been considered by us in preparing our audit report.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date) Re: Enterprise International Limited

i) In respect of the Company''s fixed assets:

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

b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed of during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii) In respect of the Company''s inventories:

a) As explained to us, the inventories were 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register mainta:ned u/s 301 of the Companies Act, 1956. In respect of unsecured loans, taken by the Company from companies, firms or other parties covered in the Register maintained u/s 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has taken loans from two companies covered in the register maintained u/ s 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 166.60 lakhs and the year-end balance of such loans was NIL.

b) The rate of interest of such loans is, in our opinion, prima facie, not prejudicial to the interest of the Company. There are no other terms and conditions of such loans.

c) The Company is regular in repaying the principal amount and has been regular in payment of interest

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and ervices. During the course of our audit, we have not observed any major weakness in such internal control system.

v) The Company has not entered into any transactions during the year that need to be entered into the registered maintained U/S 301 of the Companies Act. 1956.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

vii) In our opinion, the company has an internal audit system, commensurate with the size of the company and the nature of its business.

viii) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Company''s products.

ix) According to the information and explanations given to us in respect of statutory dues:

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, custom duty, cess and other material statutory dues applicable to it.

b) There was no undisputed amounts payable in respect of income tax, sales tax, custom duty and cess were in arrears, as at 31.03.2013 for a period of more than six months from the date they became payable.

x) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash loss in the current financial year and immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks. xii) According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. xiii) The Company is not a chit fund, nidhi or a mutual benefit society. Therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company. xiv) Based on our examination of documents and records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of dealing and trading in shares and timely entries have been made therein. The shares have been held by the Company in its own name.

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

xvi) According to the information and explanations given to us, the Company has not availed any term loans during the year.

xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, wo report that funds raised on short-term basis have not been used during the year for long- term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures.

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

xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For K. M. TAPUR1AH & CO.

(Chartered Accountants)

Firm Registration No. 314043E

K. M. TAPURIAH

Place: Kolkata (Partner)

Date: 29th May, 2013 Membership No: 051509


Mar 31, 2012

1. We have audited the attached Balance Sheet of ENTERPRISE INTERNATIONAL LIMITED, as at 31st March 2012, the Statement of Profit and Loss and the Cash Flow Statement of the company 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable to the Company.

4. Further to our comments in 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 purpose of our audit;

ii. In our opinion, proper books of Accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. 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 Accounts;

iv. In our opinion and according to the explanations given to us, the Balance Sheet, the Statement of Profit and Loss and the 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 to the extent applicable;

v. On the basis of the written representations received from the Directors of the Company and taken on record by the board of directors, none of the Directors is disqualified as on 31st 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. In our opinion and to the Lest of our information and according to the explanations given to us, the financial statements, read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with 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, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date) Re: Enterprise International Limited

i) In respect of the Company's Fixed Assets:

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

b) The Fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the Fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The Fixed assets disposed of during the year, in our opinion, do not constitute a substantial part of the Fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii) In respect of the Company's inventories:

a) As explained to us, the inventories were 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 were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956. In respect of unsecured loans, taken by the Company from companies, firms or other parties covered in the Register maintained u/s 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has taken loans from two companies covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 119.75 lakhs and the year-end balance of such loans was Rs. 119.39 lakhs.

b) The rate of interest of such loans is, in our opinion, prima facie, not prejudicial to the interest of the Company. There are no other terms and conditions of such loans.

c) The Company is regular in repaying the principal amount jnd has been regular in payment of interest

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

v) The Company has not entered into any transactions during the year that need to be entered into the registered maintained U/S 301 of the Companies Act. 1956.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of Sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

vii) In our opinion, the company has an internal audit system, commensurate with the size of the company and the nature of its business.

viii) In our opinion and according to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 in respect of the Company's products.

ix) According to the information and explanations given to us in respect of statutory dues:

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, custom duty, cess and other material statutory dues applicable to it. I

b) There was no undisputed amounts payable in respect of income tax, sales tax, custom duty I and cess were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable. '

c) Details of dues of Income tax, Sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited as on 31st March, 2012 on account of any disputes are given below:

Statute Nature of Forum where Period to which Amount involved Dues Dispute is pending the amount relates Rs. in lakhs

Income Tax Act Income Tax Commissioner of Assessment Year: 36.88 Income Tax (Appeals) 2009-10

Customs Tariff Act. Customs Commissioner of Financial Year 2009-10 Duty Customs 2010-11 & 2011-12 196.52

x) The Company does not have any accumulated losses as at the end of the financial year and it has not incurred any cash loss in the current financial year and immediately preceding financial year.

xi) According to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks.

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

xiii) The Company is not a chit fund, nidhi or a mutual benefit society. Therefore, the provisions of clause 4(xiii) of the order are not applicable to the Company.

xiv) Based on our examination of documents and records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of dealing and trading in shares and timely entries have been made therein. The shares have been held by the Company in its own name.

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

xvi) According to the information and explanations given to us, the Company has not availed any term loans during the year.

xvii) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used during the year for long- term investment. No long term funds have been used to finance short term assets except permanent working capital.

xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

xix) The Company has not issued any debentures.

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

xxi) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For K. M. TAPURIAH & CO.

(Chartered Accountants)

Firm Registration No. 314043E

K. M. TAPURIAH

Place: Kolkata (Partner)

Date: 28th May, 2012 Membership No: 051509


Mar 31, 2010

1. We have audited the attached Balance Sheet of ENTERPRISE INTERNATIONAL LIMITED as at 31st March 2010 and also the Profit & 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.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 the 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 the companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and according to the information and explanations gien to us and on the basis of such checks as we considered appropriate, 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 made 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.

(v) On the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st 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) 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 as given in Schedule "J" 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 st 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 Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE)

Re : Enterprise International Limited

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

(b) All fixed assets have been physically verified by the management during the year, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) In our opinion there was no substantial disposal of fixed assets during the year. In our opinion, the disposal of such assets has not affected the going concern status of the company,

2) (a) As informed the management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory 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 according to the information and explanations given to us the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) As informed to us, the Company has not granted taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4 (iii) of the Order is not applicable to the company.

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, for the purchase of inventory and Fixed assets and for the sale of goods and services. During the course of our audit, no continuing failure to correct major weakness has been noticed in the internal controls system.

5) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the Company has not entered into any contract or arrangement referred to in section 301 of the Companies Act, 1956. Therefore, this clause is not applicable.

6) The Company has not accepted any deposits from the public covered u/s 58A, 58AA or any other relevant provisions of the Act and rules framed there under.

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

8) According to the informations and explanations given to us the Central Government has not prescribed for maintenance of cost records by the company under section 209 (1) (d) of the Act.

9) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Employees State Insurance, Income- tax, Sales-tax, Wealth tax, Service tax, Customs duty, Cess and other statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Funds, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Cess and other material statutory dues were in arrears as at 31 st March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following dues of Customs duty have not been deposited by the Company on account of disputes.

Name of the Nature of Amount Period to which Forum where dispute Statute the Dues the amount relates is pending

i) Customs Act Customs 1962 Duty 5,11,447 2004-2005 Appellate Tribunal Commissioner of

ii) Customs Act Customs Customs (Port), 1962 Duty 13,15,862 2004-2005 Kolkata

10) The Company does not name accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current financial year and immediately preceding financial year.

11) The company has neither obtained any loan from financial institutions or bank, nor has issued any debentures. Therefore, this clause is not applicable.

12) According to the information and explanations given to us and based on the documents and records produced 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) In our opinion, the Company is not a chit fund or a 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 examination of documents and records and evaluation of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts in respect of dealing and trading in shares and timely entries have been made therein. The shares have been held by the Company in its own name.

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

16) The Company did not have any term loans outstanding during the year.

17) According to information and explanations given to us and based on our all examination of the Balance Sheet of the company, in our opinion, 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 during the year.

19) The Company has not issued any debentures.

20) The Company has not raised any money through a public issue during the year.

21) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the 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.

(K. M. TAPURIAH)

For K. M. TAPURIAH & CO. Partner

FIRM REGISTRATION NO. 314043E Membership No. - 51509

Chartered Accountants Place: Kolkata

Date : 31st May, 2010

 
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