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Auditor Report of Gajra Bevel Gears Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/S Gajra Bevel Gears Limited which comprise the Balance Sheet as at 31st March 2015, the statement of profit & loss, cash flow statement for the year ended and a summary of significant accounting policies with other explanatory information.

Management''s Responsibility for the Financial Statement:

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 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 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 Rules made there under.

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 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 financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view 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 accounting policies used and the reasonableness of the accounting estimates made by the Company''s Director, 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 financial statements.

Opinion:

The accumulated losses have eroded entire net worth of the Company and have made the Company financially sick. Based on the Audited Balance Sheet as on 30.09.2008 a reference u/s15 (1) of SIC (SP) Act, 1985 has been filed by Company with the BIFR and the same has been registered as case no. 27/2009 on 30.07.2009. The BIFR vide its order of hearing held on 06.01.2010 declared the Company a SICK INDUSTRIAL COMPANY in terms of section 3(1)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 and appointed IDBI as the operating agency (OA). As informed by the management, there is no manufacturing/business activity in the Company after 31.10.2006. The management of the Company is making positive efforts for rehabilitation of the Company and in course of that, has already done the OTS of loan accounts of State Bank of India, IFCI, IDBI, MPAVN and MPSIDC and the OTS with Madhya Pradesh Financial Corporation is under process. The Company has paid in full of OTS amount to SBI, IDBI and IFCI and has also made substantial payment to MPAVN and MPSIDC towards the OTS, attention is also invited to Note 15.

Subject to above, in our opinion and to the best of information and according to the explanation given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give true and fair views in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and regulatory Requirement:

As required by the Companies (Auditor''s Report) Order,2015 ("the Order") issued by 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 paragraph 3 and 4 of the said Order.

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

We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our Audit.

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.

The Balance Sheet, the Statement of Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of Accounts.

In our opinion the aforesaid financial statements comply with the Accounting Standards specified under section 133 of Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

With respect to the other matter 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 explanation given to us:

The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 14.

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

There was no such amount required to be transferred to the Investor Education and Protection Fund by the Company, hence the matter of delay does not arise.

Annexure to the Auditor''s Report

(Referred to in our report of even date)

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

(b) Due to seizer of the premises by the Provident Fund Authorities, fixed assets of the Company could not be physically verified by the management of the Company during the year and therefore, we are unable to express our opinion in this regard.

2. (a) The inventory of Tools & Spares lying in the stores of the Company has been physically verified by the management of the Company from time to time during the year and no discrepancy was found during such verification. The portion of the inventory in respect of the stocks lying in the machine shop of the factory could not be physically verified by the management during the year due to the seizer of the factory premises by the Provident Fund Authorities.

(b) The procedures of physical verification followed by the management in respect of the inventory of Tools & Spares lying in the stores of the Company are reasonable in relation to the size of the Company and nature of its business. Whereas, in respect of the stock lying in the machine shop of the factory, we have relied upon the undertaking given by the management about their un-ability in physical verification due to the seizer of the factory premises by the Provident Fund Authorities.

(c) The management of the Company has not noticed any discrepancy between the physical stock and book records in respect of inventory of Tools and Spares lying in the stores of the Company. The inventories of stocks lying in the machine shop of the factory could not be physically verified due to the seizer of factory premises by the Provident Fund Authorities for which the management of the Company is of the opinion that the same remained unchanged during the year. In this respect we had relied upon the undertaking given by the management of the Company.

3. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms or parties covered in the register maintained under section 189 of the Act.

4. There is no manufacturing and business activity in the Company after 31st October, 2006 and also due to the seizer of factory premises of the Company by the Provident Fund Authorities there was no need to commensurate any internal control procedure for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have observed that there has not been any purchase of inventory and fixed assets and sale of goods during the year.

5. In our opinion and according to information and explanation given to us the Company has not accepted any deposit from the public in accordance of section 73 to 76 of the Act and Rules framed thereunder during the year.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Govt. for the maintenance of cost records under sub-section (1) of section 148 of the Act. Having no manufacturing activities in the Company the maintenance of cost records is not applicable.

7. (a) Owing to the financial sickness, in the operative years, the Company has been irregular in depositing

with the appropriate authorities even the undisputed statutory dues like EPF contribution, ESIC contribution, Commercial Tax, Income Tax and Excise Duty. However, after the grant of installment facility the Company is regular in payment of installments of Provident Fund dues and also positive about the payment of other dues subject to getting installment facility from the respective Authorities. The status of unpaid dues as on 31.03.2015 is as under:-

Nature of Dues Amount (Rs. In Lakhs)

Provident Fund Contribution (Net of Installment payments made) 65.43

As per Demand note dated 03-03-2011

E.S.I.C Contribution 62.50

Commercial Tax 165.63

Income Tax Demand 149.11

Excise Duty 48.51

(b) Assessed demands of commercial tax, against which the Company has preferred for Revision before the Competent Authority have not been accounted for as liability are as under:

Assessment Year Assessed demand (Rs. In Lacs.)

1999-2000 16.64

2001- 2002 27.72

2002- 2003 48.09

2005- 2006 267.81

2006- 2007 205.35

TOTAL 565.61

(c) As per the information and explanation given by the management, no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made there under.

8. The net worth of the Company has already been eroded during the year ended on 30.09.2005 and there were further cash losses incurred by the Company during the years ended on 30.09.2006 to 31.03.2014.

9. As per the records of the Company and based on our audit procedures, during the year, the Company has not made any payment of dues to Madhya Pradesh Financial Corporation. The OTS of loans is pending.

10. According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from the banks and financial institutions.

11. In our opinion, the Term Loan taken in past have been used for the purpose for which they were raised.

12. Based on the audit procedure performed and the information and explanation 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, O.T. Gandhi & Co. Chartered Accountants F.R. Number: 001120C Sameep Gandhi (Partner) M.No.411107 Place: Indore Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of M/S Gajra Bevel Gears Limited which comprise the Balance Sheet as at 31st March 2014, and the statement of Profit & Loss and Cash Flow Statement for the Period ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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. 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 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 Act in the manner so required and give a true and fare 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 31st, 2014

(b) In the case of Profit & Loss Account, of the loss of the Company for the Period ended on that date; and

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

Report on Other Legal and regulatory Requirement

1. As required by required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by 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 paragraph 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 Account and Cash Flow Statement dealt with by this report are in agreement with the books of Accounts;

(d) In our opinion, Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in Sub-Section 3(C) of sec-211 of Companies Act,1956; and

(e) On the basis of written representation received from the directors as on March 31st, 2014 and taken on record by by the Board of Directors, none of the directors is disqualified as on March 31st, 2014 from being appointed as the directors in terms of sec-274(1) (g) of the Companies Act, 1956;

Attention is invited to the following:

a. As stated in Note No.1 (iii), expenditure of revenue nature incurred on Research and Development and Technical know-how fees/expenses on exhibition of proto- type of products which are, according to the company, expected to be technically /commercially viable, is written off over a period of five years. This is generally accepted accounting method and necessarily involves technical/commercial estimates by the management pertaining to future period, on which we have relied upon.

b. Note No. 1 (xIv) regarding non-disclosure of the information relating to Small Scale Industrial Undertaking.

c. As stated in Note No. 1 (xv) accumulated losses have eroded entire net worth of the Company and have made the company financially sick. Based on the Audited Balance Sheet as on 30.09.2008 a reference u/s15 (1) of SIC (SP) Act, 1985 has been filed by company with the BIFR and the same has been registered as case no. 27/2009 on 30.07.2009. the BIFR vide its order of hearing he declared the company a SICK INDUSTRIAL COMPANY in terms (o) of Sick Industrial Companies (Special Provisions) Act, 19 IDBI as the operating agency (OA). As informed by the management manufacturing/business activity in the company after management of the company is making positive efforts for re company and in course of that, has already done the OTS of loan Bank of India, IFCI, IDBI, MPAVN and MPSIDC and negotiations with M.P. Financial Corporation for OTS. The Company has p amount to SBI and IFCI and has also made substantial payment and MPSIDC towards the OTS.

Subject to above, in our opinion and to the best of information and explanation given to us, the said accounts read with the notes there on, give the information required by the Companies Act, 1956, in the manner so re true and fair view in conformity with the accounting principles gene India.

I. In the case of the Balance Sheet, of the state of affairs of at 31st March 2014

II. In the case of the Profit & Loss Account, of the Loss for the Period ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT''

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) Due to seizer of the premises by the Provident Fund Authorities, fixed assets of the Company could not be physically verified by the management of the Company during the year and therefore, we are unable to express our opinion in this regard. (c) As reported by the management , no substantial part of fixed assets has been disposed off during the period.

2. (a) The inventories in respect of the stocks held could not be physically verified by the management during the period due to the seizer of the factory premises by the Provident Fund Authorities. (b) The records of inventory maintained by the Company up to the date of seizer of factory premises by the Provident Fund Authorities remained unchanged during the period and management of the Company is of the opinion that no discrepancies have took place between the physical stock and book records. In this respect we have relied upon the undertaking given by the management of the Company.

3. (a) The company has not granted any loan, secured or unsecured to companies,firms or parties covered in the register maintained under section 301 of the Companies Act, 1956. (b) The company had taken loan from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2746.94 Lacs(Previous Year Rs.2531.04 Lacs) and the year-end balance of loans taken from such parties was Rs.2746.94 Lacs subject to note no. (xx) of note -1. In our opinion, the terms and conditions on which loans have been taken from the companies are not, prima facie, prejudicial to the interest of the company.

4. There is no manufacturing and business activity In the Company after 31st October'' 2006 and also due to the seizer of factory premises of the Company by the Provident Fund Authorities there was no need to commensurate any internal control procedure for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have observed that there has not been any purchase of inventory and fixed assets and sale of goods during the year.

5 (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, these transactions have been made at prices, which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to information and explanation given to us the company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 during the period.

7. The company has system of internal audit commensurate with size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Govt. for the maintenance of cost records under section 209(1) (d) of the Act. We are of the opinion that prima facie the prescribed accounts and records are not required to be maintained.

9. (a) Owing to the financial sickness, the Company has been irregular in depositing with the appropriate authorities even the undisputed statutory dues like EPF contribution, ESIC contribution, Commercial Tax, Income Tax and Excise Duty.

Nature of Dues Amount (Rs. In Lacs)

Provident Fund Contribution (Net of Instalment, 117.77 payments made) As per Demand note dated 03-03-2011

E.S.I.C Contribution 62.50

Commercial Tax 165.63

Income Tax Demand 149.11

Excise Duty 48.51

10. The net worth of the company has already been eroded during the year ended on 30.09.2005 and there were further cash losses incurred by the company during the years ended on 30.09.2006 to 31.03.2014 and in the period covered by our audit.

11. As per the records of the company and based on our audit procedures, during the year, the company has in most of the cases defaulted in payment of dues to Financial Institutions. Such defaults are of a period exceeding 180 days. Refer sub note No. xix of Note - 1 in respect of charge of interest for the period covered by our audit.

12. Since company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities, paragraph 4(xii) of the Order is not applicable.

13. The company is not carrying business of chit fund for Nidhi/ Mutual benefit fund / society. Therefore the provision of clause 4 (xiii) of the order is not applicable to the company.

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

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions, paragraph 4(xv) of the Order is not applicable

16. In our opinion, the Term Loan taken in past have been used for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short-term basis have not been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19. Since the company has not issued any debentures during the year to raise the funds,paragraph 4(xix) of the Order is not applicable.

20. Since the company has not raised any fund by public Issue (s) during the year, paragraph 4(xx) of the Order is not applicable.

21. Based on the audit procedure performed and the information and explanation 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.

O.T. Gandhi & Co. Chartered Accountants FRN: 001120C

By the hand of Sameep Gandhi (Partner) M.No.411107 Place - Indore Date:- 30th MAY 2014


Jun 30, 2013

Report on the Financial Statement.

We have audited the accompanying financial statements of M/S Gajra Bevel Gears Limited which comprise the Balance Sheet as at June 30,2013, and the statement of Profit & Loss and Cash Flow Statement for The Period ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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. 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 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 Act in the manner so required and give a true and fare 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 June 30,2013

(b) In the case of Profit & Loss Account, of the loss of the Company for the Period ended on that date; and

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

Report on Other Legal and regulatory Requirement

1. As required by required by the Companies (Auditor''s Report) Order,2003 ("the Order") issued by Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give jn the Annexure a statement on the matters specified in paragraph 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 Account and Cash Flow Statement dealt with by this report are in agreement with the books of Accounts;

(d) In our opinion, Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the accounting standards referred to in Sub-Section 3(C) of sec-211 of Companies Act,1956; and

(e) On the basis of written representation received from the directors as on June 30, 2013and taken on record by by the Board of Directors, none of the directors is disqualified as on June 30,2013 from being appointed as the directors in terms of sec-274(1) (g) of the Companies Act, 1956;

Attention is invited to the following:

a. As stated in Note No.1 (iii), expenditure of revenue nature incurred on Research and Development and Technical know- how fees/expenses on exhibition of proto-type of products which are, according to the company, expected to be technically /commercially viable, is written off over a period of five years. This is generally accepted accounting method and necessarily involves technical/ commercial estimates by the management pertaining to future period, on which we have relied upon.

b. Note No. 1 (xv) regarding non-disclosure of the information relating to Small Scale Industrial Undertaking.

c. As stated in Note No. 1 (xviii) accumulated losses have eroded entire net worth of the Company and have made the company financially sick. Based on the Audited Balance Sheet as on 30.09.2008 a reference u/s15 (1) of SIC (SP) Act, 1985 has been filed by company with the BIFR and the same has been registered as case no. 27/2009 on 30.07.2009. the BIFR vide its order of hearing held on 06.01.2010 declared the company a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick Industrial Companies (Special Provisions) Act, 1985 and appointed IDBI as the operating agency (OA). As informed by the management, there is no manufacturing/business activity in the company after 31.10.2006. The management of the company is making positive efforts for rehabilitation of the company and in course of that, has already done the OTS of loan accounts of State Bank of India ,IDBI,MPAVN and MPSIDC and negotiations are in process with the other secured creditors for OTS. The Company has paid in full of OTS amount to SBI and has also made substantial payment to IDBI ,MPAVN and MPSIDC towards the OTS.

Subject to above, in our opinion and to the best of information and according to the explanation given to us, the said accounts read with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

I. In the case of the Balance Sheet, of the state of affairs of the company as at 30th June 2013

II In the case of the Profit & Loss Account, of the Loss for the Period ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) Due to seizer of the premises by the Provident Fund Authorities, fixed assets of the Company could not be physically verified by the management of the Company during the year and therefore, we are unable to express our opinion in this regard.

c) As reported by the management , no substantial part of fixed assets has been disposed off during the period.

2. (a) The inventories in respect of the stocks held could not be physically verified by the management during the period due to the seizer of the factory premises by the Provident Fund Authorities.

(b) The records of inventory maintained by the Company up to the date of seizer of factory premises by the Provident Fund Authorities remained unchanged during the period and management of the Company is of the opinion that no discrepancies have toek place between the physical stock and book records. In this respect we have relied upon the undertaking given by the management of the Company.

3. (a) The company has not granted any loan, secured or unsecured to companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company had taken loan from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2531.04 Lacs and the year-end balance of loans taken from such parties was Rs.2531.04 Lacs Subject to note no. (xx) of note -1, In our opinion, the terms and conditions on which loans have been taken from the companies are not, prima facie, prejudicial to the interest of the company.

4. There is no manufacturing and business activity In the Company after 31st October'' 2006 and also due to the seizer of factory premises of the Company by the Provident Fund Authorities there was no need to commensurate any internal control procedure for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have observed that there has not been any purchase of inventory and fixed assets and sale of goods during the year.

5 (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, these transactions have been made at prices, which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to information and explanation given to us the company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 during the period.

7. The company has system of internal audit commensurate with size and the nature of the business.

8. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Govt, for the maintenance of cost records under section 209(1) (d) of the Act. We are of the opinion that prima facie the prescribed accounts and records are not required to be maintained.

9. (a) Owing to the financial sickness, the Company has been irregular in depositing with the appropriate authorities even the undisputed statutory dues like EPF Contribution, ESIC contribution, Commercial Tax, Income Tax, Professional Tax, Excise Duty etc.

Nature of Dues Amount (Rs. In Lacs)

Provident Fund Contribution 167.02 (Net of Payment)

As per Demand note dated E.S.I.C Contribution 62.50

Commercial/ Sales Tax/ Central Tax 84.86 Sales Tax/ Entry

Professional Tax 12.36

Income Tax Demand/ FBT/ TDS reconciliation)(Subject to 192.51

Excise Duty 48.51

(b) According to the information and explanation given to us, the undisputed amounts, which have already been provided in the accounts payable in respect of Income-tax, commercial tax, provident fund, ESIC etc. were in arrears, at the last due of financial year concerned for a period of more than 6 month from the date they became payable.

(c) Assessed demands of commercial tax, against which no appeals / revisions have been preferred by the company so far and have also not been accounted for as liability are as under:_

Year to which it Assessed Demand Date of Order relates (Rs. In Lacs)_

2003-04 80.63 10.12.2010

2004-05 68.09 10.12.2010

(d Demands on account of ex-parte assessment orders passed by Commercial- tax Authorities of branches have not been acknowledged by the company due to Closer of its branches and also not ascertainable as the same has not been Communicated to the management.

(e) Contingent Liabilities on account of ex- parte assessment orders which have been set aside by the revision orders and subject to re-assessments of which the ex-parte orders demands have been as under_

Year to which it Set aside demand relates (Rs. In Lacs)

2005-06 267.81

2006-07 205.35

10. The net worth of the company has already been eroded during the year ended on 30.09.2005 and there were further cash losses incurred by the company during the years ended on 30.09.2006 to 30.09.2012 and in the period covered by our audit.

11. As per the records of the company and based on our audit procedures, during the yea''rr4he company has in most of the cases defaulted in payment of dues to Financial Institutions. Such defaults are of a period exceeding 180 days. Refer sub note No. xix of Note -1 in respect of charge of interest for the period covered by our audit.

12. Since company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities, paragraph 4(xii) of the Order is not applicable.

13. The company is not carrying business of chit fund for Nidhi/ Mutual benefit fund / society. Therefore the provision of clause 4 (xiii) of the order is not applicable to the company.

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

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions, paragraph 4(xv) of the Order is not applicable

16. In our opinion, the Term Loan taken in past have been used for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short- term basis have not been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

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

19. Since the company has not issued any debentures during the year to raise the funds, paragraph 4(xix) of the Order is not applicable.

20. Since the company has not raised any fund by public Issue (s) during the year, paragraph 4(xx) of the Order is not applicable.

21. Based on the audit procedure performed and the information and explanation 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.

O.T. Gandhi & Co. Chartered Accountants

Firm Registration Number: 001120C

By the hand of

Sameep Gandhi (Partner)

M.No.411107

Place - Indore

Date:- 29th August 2013


Sep 30, 2012

1. We have audited the attached balance sheet of M/s Gajra Bevel Gears Limited., Dewas (MP.) as at 30th September 2012 and the profit & loss account 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 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 the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order 2003 (the order) 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 paragraph 4 and 5 of the said order.

4.The financial Statements are prepared on a going concern basis even though the company has no manufacturing and business activity after 31st October 2006 and due to substantial losses, has eroded its net worth as explained in the note no. 6 c and 10 of annexure to this report.

5. Further to our comments in the Annexure referred in paragraph 3 above we report that:

a. We have obtained all the information & explanation, which to the best of our knowledge & 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 examinations of those books;

c. The Company''s balance sheet and profit & loss account dealt with by this report are in agreement with the books of account;

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

e. On the basis of written representation received from Directors which were taken on records by the Board of Directors, we report that none of the directors of the company is disqualified as on 30th September 2012 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. Attention is invited to the following:

a. As stated in Note No. 1 (iii), expenditure of revenue nature incurred on Research and Development which is, according to the company, expected to be technically/ commercially viable, is written off over a period of five years. This is generally accepted accounting method and necessarily involves technical/commercial estimates by the management pertaining to future period, on which we have relied upon.

b. Note No. 1 (xv) regarding non-disclosure of the information relating to Small Scale Industrial Undertaking.

c. As stated in Note No. 1 (xviii) and (xx) accumulated losses have eroded entire net worth of the Company and have made the company financially sick. Based on the Audited Balance Sheet as on 30.09.2008 a reference u/s15 (1) of SIC (SP) Act, 1985 has been filed by company with the BIFR and the same has been registered as case no. 27/2009 on 30.07.2009. the BIFR vide its order of hearing held on 06.01.2010 declared the company a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick Industrial Companies (Special Provisions) Act, 1985 and appointed IDBI as the operating agency (OA). As informed by the management, there is no manufacturing/business activity in the company after 31.10.2006. The% management of the company is making positive efforts for rehabilitation of the company and in course of that, has already done the OTS of loan accounts of State Bank of India and negotiations are in process with the other secured creditors for OTS. The Company has also made substantial payment to MPSIDC towards the OTS of their dues.

Subject to above, in our opinion and to the best of information and according to the explanation given to us, the said accounts read with the notes there on, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

I. In the case of the Balance Sheet, of the state of affairs of the company as at 30th September 2012.

II. In the case of the Profit & Loss Account, of the Loss for the year ended on that date.

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

(b) Due to seizer of the premises by the Provident Fund Authorities, fixed assets of the Company could not be physically verified by the management of the Company during the year and therefore, we are unable to express our opinion in this regard.

(c) As reported by the management, no substantial part of fixed assets has been disposed off during the year.

2. (a) The inventories in respect of the stocks held could not be physically verified by the management during the year due to the seizer of the factory premises by the Provident Fund Authorities.

(b) The records of inventory maintained by the Company up to the date of seizer of factory premises by the Provident Fund Authorities remained unchanged during the year and management of the Company is of the opinion that no discrepancies have took place between the physical stock and book records. In this respect we have relied upon the undertaking given by the management of the Company.

3. (a) The company has not granted any loan, secured or unsecured to companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956. (b) The company had taken loan from 2 companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.2242.40Lacs and the year-end balance of loans taken from such parties was Rs.2242.40Lacs. In our opinion, the rates of interest and other terms and conditions on which loans have been taken from the companies are not, prima facie, prejudicial to the interest of the company.

4. There is no manufacturing and business activity In the Company after 31st October1 2006 and also due to the seizer of factory premises of the Company by the Provident Fund Authorities there was no need to commensurate any internal control procedure for the purchase of inventory and fixed assets and for the sale of goods. During the course of audit, we have observed that there has not been any purcr.ase of inventory and fixed assets and sale of goods during the year.

5 (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, these transactions have been made at prices, which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to information and explanation given to us the company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 during the period.

7. The company has system of internal audit commensurate with size and the nature of the business. However there has not been business activity in the company since 31st October 2006 and therefore no such internal audit required to make effective.

8. We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Govt, for the maintenance of cost records under section 209(1) (d) of the Act. We are of the opinion that prima facie the prescribed accounts and records are hot required to be maintained, but since there is no business activity during the year hence cost records has not been maintained by the management which in our view is justified.

9. (a) Owing to the financial sickness, the Company has been irregular in depositing with the appropriate authorities even the undisputed statutory dues like EPF contribution, ESIC contribution, Commercial Tax, Income Tax, Professional Tax, Excise Duty etc.

Nature of Dues Amount (Rs. In Lacs)

Provident Fund Contribution 122.26

E.S.I.C Contribution 62.50

Commercial/ Sales Tax/ Central Sales Tax/ Entry Tax 84.86

Professional Tax 12.36

Income Tax Demand/ FBT/ TDS (Subject to reconciliation) 192.51

Excise Duty 48.51

(b) According to the information and explanation given to us, the undisputed amounts, which have already been provided in the accounts payable in respect of Income-tax, commercial tax, provident fund, ESIC etc. where in arrears, at the last due of financial year concerned for a period of more than 6 month from the date they became payable.

(c) Assessed demands of commercial tax, against which no appeals / revisions have been preferred by the company so far and have also not been accounted for as liability are as under:

Year to which it Assessed Demand Date of Order relates (Rs. In Lacs)

2003-04 80.63 10.12.2010

2004-05 68.09 10.12.2010

(d) Demands on account of ex-parte assessment orders passed by Commercial-tax Authorities of branches have not been acknowledged by the company due to Closer of its branches and also not ascertainable as the same has not been Communicated to the management.

(e) Contingent Liabilities on account of ex-parte assessment orders which have been set aside by the revision orders and subject to re- assessments of which the ex-parte orders demands have been as under:

Year to which Set aside demand relates (Rs. In it Lacs)

2005-06 267.81

2006-07 205.35

10. The net worth of the company has already been eroded during the year ended on 30.09.2005 and there were further cash losses incurred by the company during the years ended on 30.09.2006 to 30.09.2011 and in the year covered by our audit.

11. As per the records of the company and based on our audit procedures, during the year, the company has in most of the cases defaulted in payment of dues to Financial Institutions. Such defaults are of a period exceeding 180 days. Refer sub note No. xxvi of Note - 1 in respect of charge of interest for the year covered by our audit.

12. Since company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities, paragraph 4(xii) of the Order is not applicable.

13. The company is not carrying business of chit fund for Nidhi/ Mutual benefit fund / society. Therefore the provision of clause 4 (xiii) of the order is not applicable to the company.

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

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions, paragraph 4(xv) of the Order is not applicable

16. In our opinion, the Term Loan has been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short-term basis have not been used for long term investment. No long- term funds have been used to finance short-term assets except permanent working capital.

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

19. Since the company has not issued any debentures during the year to raise the funds, paragraph 4(xix) of the Order is not applicable.

20. Since the company has not raised any fund by public Issue (s) during the year, paragraph 4(xx) of the Order is not applicable.

21. Based on the audit procedure performed and the information and explanation 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.

O.T. Gandhi & Co. Chartered Accountants

Firm Registration Number: 001120C

By the hand of

Sameep Gandhi (Partner)

M.No.411107

Indore

Dt. 02nd December 2012


Sep 30, 2011

1. We have audited the attached Balance Sheet of Gajra Bevel Gears Limited, as at 30th September, 2011 and also the Profit & Loss Account and the Cash Flow Statement for twelve months 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 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 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 of India in terms of Section 227(4A) of the Companies Act.,1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. The financial Statements are prepared on a going concern basis even though the Company has substantial losses and has eroded its net worth as explained in Note No.(x) of annexure to this report in respect of which we are unable to express an opinion.

5. Further to our comments in the Annexure referred to in paragraph 3 above, and subject to our comments in paragraph 4 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 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, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement wih the books of account.

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

e) On the basis of written representations received from the Directors which were taken on records by the Board of Directors, we report that, as at 30th Sept.2011 none of the Directors of the company is disqualified from being appointed as Director in terms of clause (g) of Sub-section (1) of Section 274 of the Companies Act., 1956.

6. Attention is invited to the following:

a) As stated in Note No.l(viii) & (ix) of schedule 18, expenditure of revenue nature incurred on research and development and technical know how fees / expenses on exhibition of proto-type of products which are, according to the Company, expected to be technically / commercially viable, is written off over a period of five years. This is a generally accepted accounting method and necessarily involves technical/ commercial estimates by the management pertaining to future periods, on which we have relied upon.

b) Note No. 3(a) & (b) of Schedule 18 regarding non-disclosure of the information relating to the Small Scale Industrial Undertaking.

c) As stated in Note No.17, 18 and 20 of Schedule 18 current year losses along with accumulated losses has eroded entire net worth of the Company and has made the company financially sick. Based on the Audited Balance Sheet as on 30.09.2008 a reference u/s.15(1) of SIC(SP) Act.1985 has been filed by company with the BIFR and the same has been registered as case No. 27/2009 on 13.07.2009. The BIFR vide its order of hearing held on 06.01.2010 declared the Company a SICK INDUSTRIAL COMPANY in terms of section 3(1) (o) of Sick Industrial Companies (Special Provisions) Act 1985 and appointed IDBI as the Operating Agency (OA).As informed by the management, there is no manufacturing /business activity in the company after 31.10.06

d) As stated in Note No.16 of Schedule 18, sundry debtors include old outstanding aggregating Rs.4824150/- in respect of which no provision has been made in the accounts for the reasons stated therein. The Company is of the opinion that the amounts are fully recoverable. Remaining debtors, though considered good have become time barred and no provision has been made in accounts for their bad and doubtfulness.

e) Provisions of amendments to Schedule VI to the Companies Act 1956 do not apply to this Balance Sheet and Audit Report as the Accounting Year covered under Audit Commenced before 01.04.2011.

Subject to the forgoing, in our opinion and to the best of information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and Notes on Accounts, give the information required by The Companies Act. 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 30th September, 2011 and

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THEAUDITORS1 REPORT TO THE MEMBERS OF GAJRA BEVEL GEARS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 30TH SEPTEMBER'2011.

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

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

(c) Since there is no disposal of substantial part of fixed assets during the period, paragraph 4(i) of the Companies (Auditors' Report) Order, 2003 (hereinafter referred to as the Order) is not applicable.

(ii) (a) The inventories in respect of the stocks held have been physically verified by the management during the period at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us the procedure 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 of inventory, we are of the opinion that the company is maintaining proper records of inventory. According to the information and explanation given to us, no material discrepancies were noticed on physical verification between the physical stock and the book records.

(iii) A. Accordingly 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. Accordingly, clause (iii) (b), (c) and (d) are not applicable.

B. Accordingly 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 Accordingly clause (iii) (f) and (g) are not applicable.

(iv) 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. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls. However, there has not been any purchase of inventory and fixed assets and sale of goods during the year.

(v) (a) According the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 o the Companies Act. 1956 have been so entered.

(b) In our opinion and according the information and explanations give to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 and exceeding the value of Rupees Five Lacs during the year for each party have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act.1956 and the rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)

(d) of the Act. We are of the opinion that prima facie the prescribed accounts and records are not required to be maintained and accordingly have not made a detailed examination of the records maintained.

4'ix) (a) According to the information and explanations given to us and according to the records of the company, the company, in majority cases is not regular in depositing with appropriate authorities undisputed statutory dues including provident funds, employees state insurance, income tax, tax deducted at source, professional tax, Commercial tax, excise duty, property tax, license fees, material statutory dues applicable to it. Status of such dues is as per Annexure 1 -A.

(b) As explained to us and according to the records of the company besides the statutory dues referred above in clause (ix) (a) there are some dues have not been deposited on account of dispute are given in Annexure - 1-B.

(x) The net worth of the company has already been eroded during the year ended on 30.09.2005 and there are further cash losses incurred by the company during the year ended 30.09.2006, 30.09.2007, 30.09.2008, 30.09.2009, 30.09.2010 and the year covered by our audit.

(xi) As per the records of the Company and based on our audit procedures, during the year, the company has in most of the cases defaulted in payment of dues to Financial Institutions. Such defaults are of a period exceeding 180 days. Refer Note No. 19 of Schedule 17 in respect of charge of interest for the year covered by our audit.

(xii) Since the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other security, paragraph 4 (xii) of the Order is not applicable.

(xiii) As the company is not a nidhi / mutual benefit fund / society, paragraph 4 (xiii) of the Order is not applicable.

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

(xv) Since company has not given guarantees for loans taken by employees from banks or financial institutions paragraph 4 (xv) of the Order is not Applicable.

(xvi) In our opinion, the Term Loan have been applied for the purpose for which they were raised.

(xvii) 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 investments. No long term funds have been used to finance short term assets except permanent working capital.

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

(xix) Since the company has not issued any debenture during the year, paragraph 4(xix) of the Order is not applicable.

(xx) Since the company has not raised any money during the year by way of public issue, paragraph 4(xx) of the Order is not applicable.

(xxi) Based upon the audit procedures performed and 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 period.

For O.T.GANDHI &.CO.

Chartered Accountants

F.R.No. 001120 C Indore Dated : 2nd Dec. 2011

CA SAMEEP GANDHI

PARTNER

Membership No.411107

 
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