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Auditor Report of Gold Rock Investments Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of GOLD ROCK INVESTMENTS LIMITED ("the Company"). which comprise the Balance Sheet as at March 31. 2013, the Statement of Profit and Loss and Cash Flow Statement for the Year then ended and a summary of significant accounting policies and Other explanatory information.

Management''s Responsibility for the Financial Statements

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

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 polities used and the reasonableness of die 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

Basis of Qualified Opinion

We draw attention to;

1. Note No.26 of financial statement, regarding the outstanding balances of some of the Borrowings, loans and advances, Deposits and Trade Payables being subject to confirmation from the respective parties and consequential reconciliation/ adjustments arising there from, If any. the impact of the same on the loss, assets and liabilities of the Company is not ascertained,

2.Note No. 1(viii) and Note No.1 (iii) of financial statements regarding Gratuity, Leave Encashment and Dividend income being accounted for on cash basis. The same is not in line with Accounting Standard 15 "Employee Benefits" and Accounting standard 9 Revenue Recognition issued by the Institute of Chartered Accountants of India. The impact thereof on the Loss and liabilities of the Company is not ascertained.

3.Note No. 25 of financial statements relating of the current liabilities pertaining to erstwhile Syscom Corporation division not being restated at the yearend exchange rate in accordance with Accounting Standard I I "The Effects of Changes in Foreign Exchange Rate". issued by the Institute of Chartered Accountants of India, the impact thereof an Loss for the year, liabilities and the reserves of the Company are not ascertainable

4. The Company has not recognized and accounted for the Deferred Tax Liability /Asset (amount not ascertained) in accordance with Accounting Standard 22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations to us. except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act 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 affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss for the year endue 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 Auditors 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) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet. Statement of Profit and Loss. and Cash Flow Statement comply with the Accounting Standards referred to subsection 211 of the Companies Act, 1956.

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

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

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

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

(c) During the year. the Company has not disposed off any material part of fixed assets.

2. The Company does not have any inventory. accordingly Clause 4(ii)(a), (b) &(c) of the Order are not applicable.

3. (a) The Company has granted loans to various parties covered in the register maintained. u/s.301 of the Companies Act. 1956. The maximum amount involved during the year was Rs, 43192261/- and the year-end balance of Joans granted to such parties was Rs 43192261/-

(b) In our opinion and according to the information, and explanations given to us, the rate of interest, wherever applicable; and other terms and conditions are, prima-facia. prejudicial to the interest of the company.

(c) As per the information and explanation given to us, the loans granted are repayable on demand and no repayment schedule stipulated.

(d) In view of (c) above. there is no overdue amount in respect of the loans given by the Company.

(e) The Company has taken unsecured loans from parties covered in the register maintained u/s.301 of the Companies Act, 1956 amounting to Rs.1204201/- (maximum outstanding at any time during ihe year Rs.1204201/-)

(f) In our opinion and according to the information and explanations given to us the rate of interest and wherever applicable and other terms and conditions are. prima- fecie. not prejudicial to the interest of the company,

(g) As per the information and explanation given to us the loan taken are repayable on demand and no repayment schedule is stipulated.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with size of the Company and nature of its business for the purchase of fixed assets. During the course of audit we have not observed any, major weakness in the internal control systems.

5. (a)According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered in the register maintained under 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. the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act 1956 and exceeding value of Rs. Five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prizes at the relevant time.

6. According to the Information and explanations given to us, the Company has not accepted any deposits from public and consequently, the directives issued by the Reserve Bank of India. the provision of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there-under are not applicable.

7. According to the information and explanations given to us, the Company did not have internal audit system during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act. 1956 in respect of activities carried on by the Company

9. (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 been generally regular in depositing with appropriate authorities undisputed statutory dues including Sales tax. Income-tax. Wealth tax, Service tax Custom duty Excise duty. Cess and any other material Statutory dues applicable to it, According to die information and explanations given to us. there are no undisputed amount payable in respect of aforesaid dues as at March 31, 2013 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given to us. there are no dues in respect of sales tax. income tax, service tax, custom duty, wealth tax. excise duty and cess that have not been deposited with the appropriate authority on account of say dispute except for income tax demand of Rs. 312980/- for the AY 2010-2011..

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund or a society. Accordingly, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. According to the information and explanations given to us. the Company is maintaining records of transactions and contracts in respect of dealing in shares, debentures and other securities and generally timely entries have been made therein, All shares. debentures and other securities have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act. 1956 and save for certain shares which are either lodged for transfer or held with valid transfer forms.

15. The Company has given an undertaking to various Financial Institution. not to transfer, assign, pledges, hypothecate or otherwise dispose off in any manner its investments in equity shares LML Ltd. without prior approval of the institutions so long as the loans, advances to LML. Ltd, by the institutions remains outstanding.

16. In our opinion and according to the information and explanations giver to us. the term loans taken during the year, have been utilised for the purpose for which the loans were taken,

17. According to the information and explanations given to us and on an overall examination of the Balance sheet or the Company as at March 31, 2013. we are of the opinion that the Company has not Utilised funds raised from short term sources towards long, term investments.

18. 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.

19, According to the information and explanations given to us, the Company has not. issued any secured debentures during the year.

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

21. Based on the audit procedures performed and according in the information and explanations given to us. ,no fraud on or by the Company has been noticed or reported during the year.

For KHANDELWALJAIN & CO.

Chartered Accountants

Firm Registration no. 105049W

(SHIVRATAN AGARWAL)

PARTNER

Membership No. 104180

Place: Mumbai

Date : May 30.2013


Mar 31, 2012

We have audited the attached Balance Sheet of GOLD ROCK INVESTMENTS LTD., as at March 31,2012 and also the statement of profit and loss and the cash flow statement of the company for the year ended on that date annexed thereto. these financial statements are the responsibility of the company management our responsibility is to express an opinion on these financial statements based on our audit.

We conduced our audit in accordance with auditing standards generally accepted in India those standard requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit financial examination on a test basis'' evidence assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation we believe that our audit provides a reasonable basis for our opinion

As required by the companies (Auditor''s Report) order,2003 issued by the central Government of India In terms of sub-section (4A)of section 227 of the companies Act,1956 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit we give in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that;

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

(ii) In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

(iii) The Balance sheet the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion the Balance sheet the statement of profit and loss and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C)of section 211 of the companies Act,1956 except for Accounting standard 15th Employee Benefits Accounting standard 11 the effects of changes in foreign Exchange Rates and Accounting Standard 22 Accounting for taxes an income and Accounting standard 9th Revenue Recognition (Refer our comments in Para vi below)

On the basis of written representations received from the directions of the company as on March 31,2012 and taken on record by the Board of Board of Directors we report that none of the directors is disqualified as on March 31,2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act,1956.

(vi) a) Note No.27 of financial statements regarding the outstanding balances of some of the Borrowings loans and Advance Deposits and trade payable being subject to confirmation from the respective pares and cones questionable reconciliation/adjustments arising there from if any the impact of the some on the profit reserves assets and liabilities of the company is not ascertained.

(b) Note No.1 (viii) and note no.1 (iii) of financial statements regarding gratuity leave Encashment and Dividend income being accounted for on cash basis the same is not in line with Accounting standard 15 employee Benefits and Accounting standard 9 revenue Recognition issued by the institute of chartered Accountants of India the impact thereof on the profit reserves assets and liabilities of the company is not ascertained.

(c) Note No.26 of financial statements relating to the current liabilities pertaining to east while system corporation division not being restated at the yearend exchange rate in accordance with Accounting standard 11 The Effects of changes in Foreign Exchange Rates issued by the institute of chartered Accountants of India The impact thereof on the profit reserves assets and liabilities of the company is not ascertained.

(d) The company has not recognized and accounted for the Deferred Tax Liability/Asset (amount not ascertained) in accordance with Accounting standard 22 Accounting for Taxes on income issued by the institute of Chartered Accountants of India.

(vii) In our opinion and to the best of our information and according to the explanations given to us the said financial statements subject to our comments in Para vi above and read together with significant Accounting policies and other notes thereon give the information required by the companies Act,1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance sheet of the state of affairs of the company as at March 31,2012;and

(b) In the case of the statement of profit and loss of the profit for the year ended on that date; and

(c) In the case of cash flow statement of the cash flows for the year ended on that date.

(Referred to in our report of Even date to the Members of Gold Rock Investments ltd)

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

(b) As explained to us the fixed assets have been physically verified by the management and no material discrepancies were noticed on such verification in our opinion the frequency of verification is reasonable having regard to the size of the company and nature of its business.

(c) During the year the company has disposed off any material part of fixed assets.

2. The company does not have any inventory accordingly clause 4 (ii) (a),(b) & (c) of the order are not applicable.

3. (a) The company has granted loans to various parties covered in the register maintained u/s 301 of the companies Act,1956 The maximum amount involved during the year was Rs,40981840/ and the year end balance of loan granted to such parties was Rs,40981840/-

(b) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions are prima-facie prejudicial to the interest of the company.

(c) As per the information and explanation given to us the loans granted are repayable on demand and no repayment schedule is stipulated.

(d) In view of (c) above there is no overdue amount in respect of that loans given by the company.

(e) The company has taken unsecured loans from parties covered in the register maintained u/s 301 of the companies Act,1956 amounting to Rs.31762903/- (maximum outstanding at any time during the year Rs.31762903/-

(f) In our opinion and according to the information and explanations given to us the rate of interest and wherever applicable and other terms and conditions are prima facie not prejudicial to the interest of the company.

(g) As per the information and explanation given to us the taken are repayable on demand and no repayment schedule is stipulated.

4. In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with size of the company and nature of its business for the purchase of fixed assets during the course of audit we have not observed any major weakness in the internal control systems.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrange mends that need to be entered in the register maintained under section 301 of the companies Act,1956 have been so cantered.

(b) In our nonpoint and according to the information and explanations given to us, the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 off the companies Act, 1956 and exceeding value of Rs. five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us the company has not according any deposits from public and consequently the directive issued by the Reserve Bank of India the provision of section 58A and 58AA and 58AA of the companies Act,1956 and the rules framed there under are not applicable

7. According to the information''s and explanations given to us the company did not have internal audit system during the year.

8. According to the information and explanations given to us the central governments has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of section 209 of the companies Act,1956 in respect of activities carried on by the company.

9. (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 been generally regular in depositing with appropriate authorities undisputed statutory dues including sales tax income tax, wealth tax service tax custom duty excise duty cess and any other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amount payable in respect of aforesaid dues as at march 31,2012 for a period of more than 6 months'' from the date they became payable.

(b) According to the information and explanation given to us there are no dues in respect of sales tax income tax service tax, castors duty, wealth tax, excise duty and cess that hone not been deposited with the appropriate on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution bank or debenture holders.

As per the information''s and explanations given to us the company has not granted loans and advances on the basis of security byway of pledge of shares debentures and other securities.

In our opinion the company is not a chit fund or a nidhi/mutual benefit fund or a society Accordingly the provisions of clause 4 (xiii) of the order are not applicable to the company.

14. According to the information''s and explanations given to us the company is maintaining records of transactions and contracts in respect of dealing in shares debentures and other securities and generally timely entries have been made therein. All shares debentures and other securities have been held by the company in its own name except to the extent of the exemption are either lodged for transfer or held with valid transfer forms.

15. The company has mortgaged its immovable property in favor of canara Bank for credit affability availed by m/s vihaan infra systems India limited from the said bank in our opinion the terms and conditions on which the company has been security and guarantees for loans taken by aforesaid company are prima facial prejudicial to the interest of the company further the company has also given on undertaking to various financial institutions not to transfer assign pledges hypothecate or otherwise dispose off in any manner its investments in equity shares of LML ltd. without prior approval of the institutions so long as the loans advance to LML ltd. by the instate unions remains outstanding.

16. In our opinion and according to the information and explanation given to us, the term loans taken during the year have been untilled for the purpose for which the loans were taken.

17. According to the information and explanations given to us and on overall examination of the Balance sheet of the company as at March 31,2012 we are of the opinion that the company has not utilized funds raised from short term sources towards long term investment.

18. According to the information and explanation given to us the company has not made any prefrontal allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the companies Act,1956.

19. According to the information and explanations given to us, the company has not issued any secured debentures during the year.

20. The company has not raised any money by public issue during the year covered by our audit.

21. Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



For KHANDELWAL JAIN & CO Chartered accounts firm registration No.105049W

shivratan agarwal

partner

membership no.104180

place: Mumbai

Date : September 03,2012


Mar 31, 2011

We have audited the attached Balance Sheet of GOLD ROCK INVESTMENTS LTD., as at March 31, 2011, and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we give in the Annexure hereto, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for Accounting Standard 15 "Employee Benefits", Accounting Standard 11 "The Effects in of Changes in Foreign Exchange Rates" and Accounting Standard 22 "Accounting for Taxes on Income " and Accounting Standard 9 "Revenue Recognition " (Refer our comments in para vi below).

(v) On the basis of written representations received from the directors of the Company as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March,31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(vi) a) Note No. B-3 of schedule 15, regarding the outstanding balances of some of the loans, advances recoverable in cash or kind, and sundry creditors being subject to confirmation from the respective parties and consequential reconciliation / adjustments arising there from, if any. The impact of the same on the profit, assets and liabilities of the Company is not ascertained.

b) Note No. A (ix) and Note No. A (i) of Schedule 15 regarding Gratuity, Leave Encashment and Dividend Income being accounted for on cash basis. The same is not in line with Accounting Standard 15 "Employee Benefits" and Accounting Standard 9 "Revenue Recognition" issued by the Institute of Chartered Accountants of India. The impact thereof on the profit and liabilities of the Company is not ascertained.

c) Note No. B - 2 of Schedule 15 relating to the current liabilities pertaining to erstwhile Syscom Corporation division not being restated at the year end exchange rate in accordance with Accounting Standard 11 "The Effects of Changes in Foreign Exchange Rates", issued by the Institute of Chartered Accountants of India. The impact thereof on Profit for the year, liabilities and the reserves of the Company are not ascertainable.

d) The Company has not recognized and accounted for the Deferred Tax Liability/Asset (amount not ascertained) in accordance with Accounting Standard 22 "Accounting for Taxes on Income " issued by the Institute of Chartered Accountants of India.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to our comments in para vi above, and read together with significant accounting policies and other notes to 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March, 31, 2011; and

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

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in our report of Even date to the Members of Gold Rock Investments Ltd.)

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

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

(c) During the year, the Company has not disposed off any material part of fixed assets.

2. (a) The stock of shares have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification followed by the management is reasonable and adequate in relation to the operation of the company and the nature of its business.

(c) The Company has maintained proper records for inventory. No differences were observed between the physical stock and the book stock.

3. (a) The Company has granted loans to its 4 wholly owned subsidiaries. The maximum amount involved during the year was Rs. 3,840,000/- and the year end balance of loans granted to such parties was Rs. 3,840,000/-.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable, and other terms and conditions are, prima-facie, prejudicial to the interest of the company.

(c) As per the information and explanation given to us, the loan granted is repayable on demand and no repayment schedule is stipulated.

(d) In view of (c) above, there is no over due amount in respect of the loans given by the company.

(e) The Company has not taken loan from any company/party covered by the register maintained under section 301 of the Companies Act, 1956. Hence provisions of clause 4 (iii) (f) and (g) are not applicable to the Company.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with size of the Company and nature of its business for the purchase of fixed assets. During the course of audit we have not observed any major weakness in the internal control systems.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered in the register maintained under 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, the transactions made in pursuance of contracts and arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding value of Rs. Five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from public and consequently, the directives issued by the Reserve Bank of India, the provision of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there-under are not applicable.

7. According to the information and explanations given to us, the Company did not have internal audit system during the year.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 in respect of activities carried on by the Company.

9. (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 been generally regular in depositing with appropriate authorities undisputed statutory dues including Sales tax, Income-tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amount payable in respect of aforesaid dues as at 31st, March 2009 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues in respect of sales tax, income tax, service tax, customs duty, wealth tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. As per 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. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund or a society. Accordingly, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the Company is maintaining records of transactions and contracts in respect of dealing in shares, debentures and other securities and generally timely entries have been made therein. All shares, debentures and other securities have been held by the Company in its own name except to the extent of the exemption granted under section 49 of the Companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer forms.

15. The Company has mortgaged its immovable property in favour of Canara Bank for credit facilities availed by M/s Vihaan Infrasystems India Limited (Formerly Goldrock Trading Limited) from the said bank. In our opinion, the terms and conditions on which the Company has given security and guarantees for loans taken by aforesaid Company are, prima facie, prejudicial to the interest of the Company Further, the Company has also given an undertaking to various Financial Institutions not to transfer, assign, pledges, hypothecate or otherwise dispose off in any manner its investments in equity shares in LML Ltd. without prior approval of the institutions so long as the loans, advances to LML Ltd., by the institutions remains outstanding.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company as at March 31, 2009, we are of the opinion that the Company has not utilised funds raised from short term sources towards long term investment.

18. 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.

19. According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

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

21. Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For KHANDELWAL JAIN & CO.

Chartered Accountants

Firm Registration No. 105049W

(SHIVRATAN AGARWAL)

PARTNER

Membership No.104180

Place : Mumbai

Date : 2nd September, 2011

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