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Auditor Report of FE (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of FE (India) Limited {formerly known as Financial Eyes (India) Limited} ("the Company"), which comprise the Balance Sheet as at March 31,2015; Profit and Loss Account 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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

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

Opinion

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

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

b) in the case of the 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.

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

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 & Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporation of Affairs in respect of section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 274 (1)(g) of the Companies Act, 1956 read with section 164(2) of the Companies Act, 2013.

The Annexure referred to in paragraph 1 under head "Report on Other Legal and Regulatory Requirements" of the Our Report of even date to the members of FE (India) Limited on the accounts of the company for the year ended March 31, 2015.

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

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

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

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of fixed asset during the year.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. The stock has also been verified by independent auditors appointed by banks during the year and we have also relied upon their reports in forming our opinion.

(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 seems reasonable in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records, we are of the opinion that the Company should maintain site-wise real time record of stocks for better control. At present company is maintaining inventory records at head office in accounting software which are not real time and some desirable information like goods in-out time, vehicle details etc. are also not available in these records. In our opinion, company need to improve record keeping with respect to the inventories.

No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted advances and made payments on behalf of the companies, firms, directors or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 read with Section 189 of the Companies Act 2013 during the year. Total amount advanced during the year to 5 such parties was Rs. 151.13 lacs and Rs. 56.34 lacs were recoverable as on March 31,2015 on this account.

Company has also accepted advance & unsecured loans from related party during the year from the referred parties. Rs. 2376.23 lacs was payable on March 31, 2015 on this account.

(b) The advances & loans as referred in (a) above are without interest and unsecured in nature. Considering tenure of these and also the fact that Company has also taken similar advances from related parties during the year, no funds of the company seems to been diverted. So, we are of the opinion that these are not prejudicial to the interest of the Company.

(c) As explained by the company the advances to related parties in of temporary nature and are recoverable in short period. Though, we have noticed exceptions in timely recovery as stated by company.

(d) As these advances are without any defined repayment instalment & time, we can't term the outstanding amount as overdue.

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 except as stated at Sr. No. 2(c) above, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls except as stated at Sr. No. 2(c) above has been noticed.

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

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the transactions have been made at a price which is reasonable and are not prejudice to the interest of the company.

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

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

8. As per our knowledge and information & explanation given by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the product dealt by the company.

9. (a) According to the records of the company, we have noticed delays in payment of undisputed statutory dues including Employees' State Insurance, Income-tax, Sales-tax/VAT, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues as applicable. Following is detail of such dues outstanding for more 6 months or more on close of books of the company for the year:

Nature of Nature of Dues Amount Period to which statute the amount relates

Finance Act, Service Tax 0.61 lacs F Y 2013-14 1994

Finance Act, Service Tax 0.67 lacs F Y 2014-15 1994

Income Tax Income tax in 228.38 lacs FY 2013-14 Act, 1961 relation to AY 2014-15

Nature of Due date Date of payment statute

Finance Act, Various dates Not paid till 1994 upto date of audit 31.03.2014 report

Finance Act, Various dates Not paid till 1994 upto date of audit 05.10.2015 report

Income Tax 30-Sep-14 Not paid till Act, 1961 date of audit report

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

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

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause is not applicable to the Company.

14. On the basis of our examination of the records and documents of the Company, and according to the information and explanations given to us, we are of the opinion that the Company is not dealing or trading in shares, securities, debentures & other investments. Therefore, provision of this clause is not applicable to the Company.

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

16. Based on our audit procedures and on the information given by the management, we are of the opinion that the Company has not utilised any term loans for other purposes than for which it was raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2015 we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has made preferential allotment of warrants in the year to parties covered in the register maintained u/s 301 of the Companies Act, 1956. The issue price has been arrived as per SEBI prescribed formula. The price is not prejudicial to the interest of the company.

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

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

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

For L M S C & Co. Chartered Accountants FRN: 021763N

Sd/-

Shri Chand Place: New Delhi Partner Date: 6th June 2015 M. No. : 098635


Dec 31, 2013

We have audited the accompanying financial statements of FE (India) Limited {formerly known as Financial Eyes (India) Limited} ("the Company"), which comprise the Balance Sheet as at December 31, 2013; Profit and Loss Account 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.

Auditor''s Responsibility

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

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

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

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 Companies 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 December 31, 2013;

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.

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

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 December 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on December 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.

The Annexure referred to in paragraph 1 under head "Report on Other Legal and Regulatory Requirements" of the Our Report of even date to the members of FE (India) Limited on the accounts of the company for the year ended December 31, 2013.

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

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

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

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off substantial part of fixed asset during the year.

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

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

(c) On the basis of our examination of the records, we are of the opinion that the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted temporary advances and made payments on behalf of the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 during the year. As explained by company these are not loans. These are generally recovered in short period. The total amount advanced during the year to 5 such parties is Rs. 566.10 lacs and Rs. 26.54 lacs was recoverable as on December 31, 2013 on this account.

(b) The temporary advances as referred in (a) above are without interest and unsecured in nature. Considering tenure of these and also the fact that Company has taken similar advances from other related parties also during the year, we are of the opinion that these are not prejudicial to the interest of the Company.

(c) These temporary advances are generally recovered/ received back in short period.

(d) As these advances are without any defined repayment instalment & time, we can''t term the outstanding amount as overdue.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken temporary advances from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 without any interest & security. The total amount taken during the year from 3 such parties is Rs. 222.54 lacs and Rs. 160.91 lacs was payable as on December 31, 2013 out of this.

(f) The temporary advances received are unsecured & interest free advances. In our opinion the terms of these are not prejudicial to the interest of the Company.

(g) ) As these advances are without any defined repayment instalment & time, we can''t term the outstanding amount as overdue.

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

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

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the transactions have been made at a price which is reasonable and are not prejudice to the interest of the company.

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

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

8. As per our knowledge and information & explanation given by the management, the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Act for any of the product dealt by the company.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been deposited with the appropriate authorities without major delays.

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

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

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

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

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause is not applicable to the Company.

14. On the basis of our examination of the records and documents of the Company, and according to the information and explanations given to us, we are of the opinion that the Company is not dealing or trading in shares, securities, debentures & other investments. Therefore, provision of this clause is not applicable to the Company.

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

16. Based on our audit procedures and on the information given by the management, we are of the opinion that the Company has not utilised any term loans for other purposes than for which it was raised.

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 December, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has made preferential allotment of warrants in the year to parties other than covered in the register maintained u/s 301 of the Companies Act, 1956. Therefore, the provision of this clause is not applicable to the Company

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

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

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

For L M S C & Co. Chartered Accountants FRN: 021763N

Sd/- Shri Chand Partner M. No. : 098635 Place: New Delhi Date: 6th March 2014


Sep 30, 2012

1 We have audited the attached Balance Sheet of F E (INDIA) Limited. Formerly known as [Financial Eyes (India) Limited], New Delhi as at September 30, 2012 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 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 by management, as well as evaluating the overall financial presentation. We believe that our audit provides a reasonable basis for our opinion.

3 As required by the Companies (Auditors'' Report) (Amendment) Order, 2004, issued by the Central Government in terms of sub-section 4A of section 227 of the Companies Act, 1956, (hereinafter referred to as the ‘Act'') we give in an annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable.

4 Further to our comments in the annexure referred to in paragraph (3) above, we report that:

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

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

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

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

(e) On the basis of 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 September 30, 2012 from being appointed as a Director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with ‘Significant Accounting Policies & Notes to Accounts'' in Notes ‘2 & 3 '', 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:

(i). in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2012;

(ii). in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON SEPTEMBER 30, 2012

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

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

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between book records and the physical inventory have been noticed on such verification.

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

2. (a) As explained to us, the inventory of the Company has been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of the inventory followed by the management is reasonable and adequate in relation to the nature and size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of accounts.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, hence the provisions of Clause 4(iii) (a); (b); (c) and (d) of the Companies (Auditors'' Report) (Amendment) Order, 2004 are not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, hence the provisions of Clause 4(iii) (e) and (f) of the Companies (Auditors'' Report) (Amendment) Order, 2004 are not applicable.

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 purchase and sale of fixed assets. Further, on the basis of our examination and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system of the Company.

5. (a) All the transactions which are required to be entered in register maintained in pursuance of section 301 of the act have been duly entered.

(b) All the transactions have been made at a price which is reasonable having regard to the nature of transaction and prevailing market price at the time of transaction.

6. In our opinion and according to information given to us, the Company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

8. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, for any of the products manufactured by the Company.

9. (a) In our opinion and according to the information and explanations given to us and according to the books and records as produced and examined by us, the Company has generally been regular in depositing undisputed statutory dues including Income-Tax, Wealth Tax, Service Tax, Cess and any other statutory dues as applicable with the appropriate authorities though there has been slight delay in a few cases.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-Tax, Wealth Tax, Service Tax, Cess and any other statutory dues as applicable, outstanding as at the last day of the financial year concerned for a period of more than six months from the date they became payable except for the following –

Name of Nature of Amount ` Statute Dues

Finance Act, Service Tax 906,092 1994 in terms of Section 66A of the Act

Income Tax Income Tax 10,424,43 Act, 1961 in relation to 1 AY 2012-13

Name Period to Due Date of which the date payment amount relates

Finance Act, FY 2008-09 31/03/0 Not Paid till 9 date

Income Tax FY 2011-12 30/09/1 Not Paid till 2 date

(c) According to the records of the Company, there are no dues of Income-tax, Service Tax, Cess and any other statutory dues as applicable to it, which have not been deposited on account of any dispute. 10. The Company does not have accumulated losses as at the end of the financial year.

Further the company has not incurred cash losses in the current financial year or in the immediately preceding previous financial year.

11. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of its dues of any financial institution or bank during the year.

12. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. Based on our examination of the records and documents of the Company, and according to the information and explanation given to us, we are of the opinion that the Company is not dealing or trading in shares, securities, debentures and other investments, and therefore Clause 4 (xiv) of the Companies (Auditors'' Report) (Amendment) Order, 2004 is not applicable.

15. Based on our examination of the records of the Company and according to the information and explanation given to us, we are of the opinion that the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans that were not applied for the purposes for which these were raised.

17. Based on the information and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment or vice versa.

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

19. The Company has not issued any debentures during the year.

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

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

Sd/-

Vikas Gupta

Partner,

M. No. 076879

For & on behalf of Nangia & Co. Chartered Accountants

Firm Registration # 002391C


Sep 30, 2011

1. We have audited the attached Balance Sheet of Financial Eyes (India) Limited, New Delhi as at September 30, 2011 and the related Profit and Loss Account and Cash Flow Statement for the period ended on that date annexed thereto, which we have signed under reference to this report. 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 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 by management, as well as evaluating the overall financial presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) (Amendment) Order, 2004, issued by the Central Government in terms of sub-section 4A of section 227 of the Companies Act, 1956, (hereinafter referred to as the 'Act') we give in an annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable

4. Further to our comments in the annexure referred to in paragraph (3) above, we report that:

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

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

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

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

(e) On the basis of 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 September 30, 2011 from being appointed as a Director of the Company in terms of clause (g) of sub-section (1) of Section 274 of the Act.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with 'Significant Accounting Policies & Notes to Accounts' in Schedule '16', 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:

(i). in the case of the Balance Sheet, of the state of affairs of the Company as at September 30, 2011;

(ii). in the case of the Profit and Loss Account, of the profit of the Company for the period ended on that date; and

In the case of Cash Flow Statement, of the cash flows for the period ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON SEPTEMBER 30, 2011

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

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

(b) As explained to us, all the fixed assets have been physically verified by the management according to a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between book records and the physical inventory have been noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not been disposed off substantial part of fixed assets during the period.

2. (a) As explained to us, the inventory of the Company has been physically verified by the management at regular intervals during the period. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of the inventory followed by the management is reasonable and adequate in relation to the nature and size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of accounts.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, hence the provisions of Clause 4(iii) (a); (b); (c) and (d) of the Companies (Auditors' Report) (Amendment) Order, 2004 are not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956, hence the provisions of Clause 4(iii) (e) and (f) of the Companies (Auditors' Report) (Amendment) Order, 2004 are not applicable.

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 purchase and sale of fixed assets. Further, on the basis of our examination and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control system of the Company.

5. (a) All the transactions which are required to be entered in register maintained in pursuance of section 301 of the act have been duly entered.

(b) All the transactions have been made at a price which is reasonable having regard to the nature of transaction and prevailing market price at the time of transaction.

6. In our opinion and according to information given to us, the Company has not accepted deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

8. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, for any of the products manufactured by the Company

9. (a) In our opinion and according to the information and explanations given to us and according to the books and records as produced and examined by us, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-Tax, Wealth Tax, Service Tax, Cess and any other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-Tax, Wealth Tax, Service Tax, Cess and any other statutory dues as applicable, outstanding as at the last day of the financial period concerned for a period of more than six months from the date they became payable except for the following :

Name of Nature of Dues Amount Rs Period to which the Statute amount relates

Finance Act Service Tax in terms 906,092 FY 2008-09 1994 of Section 66A of the Act



Name of Statute Due Date Date of Payment

Finance Act 1994 31/03/09 Not Paid till date

(c) According to the records of the Company, there are no dues of Provident Fund, Employees' State Insurance, Income-tax, Service Tax, Cess and any other statutory dues as applicable to it, which have not been deposited on account of any dispute.

10. The Company does not have accumulated losses as at the end of the financial year. Further the company has not incurred cash losses in the current financial period or in the immediately preceding previous financial period.

11. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of its dues of any financial institution or bank during the period.

12. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. Based on our examination of the records and documents of the Company, and according to the information and explanation given to us, we are of the opinion that the Company is not dealing or trading in shares, securities, debentures and other investments, and therefore Clause 4 (xiv) of the Companies (Auditors' Report) (Amendment) Order, 2004 is not applicable.

15. Based on our examination of the records of the Company and according to the information and explanation given to us, we are of the opinion that the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans that were not applied for the purposes for which these were raised.

17. Based on the information and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment or vice versa.

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

19. The Company has not issued any debentures during the period.

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

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

Rakesh Nangia

Partner, M. No. 70776

For & on Behalf of

Nangia & Company

Chartered Accountants

Firm Registration # 002391C Signed at New Delhi on 29th November 2011

 
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