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Auditor Report of High Ground Enterprise Ltd.

Mar 31, 2015

(1) We have audited the accompanying financial statements of High Ground Enterprise Ltd., which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit & 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 financial statements

(2) The Cos. Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation & presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards specified under section 133 of the Companies Act, 2013 ("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 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 internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

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

(4) An audit involves performing procedures to obtain in 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 financial control relevant to the company's preparation of the financial statements that give a true 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 controls 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 Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide basis of our audit opinion.

Opinion

(5) In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statement give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on the legal and regulatory requirements

(6) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3, 4 and 5 of the order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

c) The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

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

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

Annexure to INDEPENDENT AUDITORS' REPORT (Referred to in Paragraph 6 of our Report of even date)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. In respect of its fixed assets:

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

(b) The fixed assets were physically verified by the management at reasonable intervals and such verification has revealed no material discrepancies. In our opinion, having regard to the size of the Company and nature of its fixed assets, the frequency of physical verification of the fixed assets is reasonable.

2.

a. The inventory (comprising of project materials, - finished, work in progress & raw material and film related rights) have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, the company has maintained proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification as compared to the book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii(a) and iii(b) of the order 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 the size of the Company and nature of its business, for the purchase of inventory and for the sale of goods and services. (However, it is suggested to form & separate Internal Audit Committee and conduct Internal Audit at reasonable interval from qualified professionals to further strengthen the internal control system).

During the course of our audit, we have not observed any major weaknesses in the internal control system of the Company and hence, the question of any continuing failure to correct the same does not arise.

5. During the year, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under apply.

Also, no order has been passed against the company by Company Law Board or National Company Law Tribunal.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 1956, in respect of the activities carried on by the Company.

7. In respect of applicable statutory dues, according to the information and explanations given to us:

(a) Undisputed applicable statutory dues including Provident Fund, Investor Education & Protection Fund, Employees' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable have generally been regularly deposited with the appropriate authorities. Undisputed statutory dues remaining unpaid as at 31.03.2015 for more than six months from the date they became payable, are reported as under:- Particulars Amount (Rs. Lacs)

Income Tax 56.78

TDS 117.15

(b) There were no dues of Sales Tax, Income-Tax, Wealth Tax, Excise Duty, Service Tax, Cess and Customs Duty which have not been deposited as on 31st March, 2015 on account of any dispute.

(c) There were no amounts required to be transferred by the company to Investor education and protection fund in accordance with the provisions of the Companies Act, 2013.

8. The Company does not have any accumulated losses and the Company has not incurred cash losses during the year as well as in the immediately preceding financial year.

9. The Company has not made any default in repayment of dues from facility taken from bank/financial institutions/debenture holders.

10. As informed to us and as per the explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. The term loans obtained by the Company were applied for the purpose for which they were obtained

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Jain Chowdhary & Co

Chartered Accountants

ICAI F R No. 113267W

CA. Siddharth Jain

Partner

M. No. 104709

Date: 30th May, 2015

Place: Mumbai


Mar 31, 2014

(1) We have audited the accompanying financial statements of High Ground Enterprise Ltd., which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit & 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 financial statements

(2) 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 principles generally accepted in India, including 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

(3) Our responsibility is to express 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 financial statements are free from material misstatement.

(4) An audit involves performing procedures to obtain in audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide basis of our audit opinion.

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the company as on 31st March 2014

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

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

Report on the legal and regulatory requirements

(6) As required by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

(7) As required by section 227(3) of the Act, we report that:

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

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

c) The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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.

Annexure to INDEPENDENT AUDITORS'' REPORT (Referred to in Paragraph 6 of our Report of even date)

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

1. In respect of its fixed assets:

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

(b) The fixed assets were physically verified by the management at the year-end and such verification has revealed no material discrepancies. In our opinion, having regard to the size of the Company and nature of its fixed assets, the frequency of physical verification of the fixed assets is reasonable.

(c) According to information and explanation given to us, the Company has not disposed off any substantial fixed assets during the year and therefore, the question of disposal affecting the going concern status of the Company does not arise.

2.

a. The inventory (comprising of project materials, - finished, work in progress & raw material and film related rights) have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, the company has maintained proper records of inventory. As explained to us, no material discrepancies were notices on physical verification as compared to the book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has 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. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (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 the size of the Company. (However, it is suggested to form & separate Internal Audit Committee and conduct Internal Audit at reasonable interval from qualified professionals to further strengthen the internal control system).

During the course of our audit, we have not observed any major weaknesses in the internal control system of the Company and hence, the question of any continuing failure to correct the same does not arise.

5. In respect of particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. During the year, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. The Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

8. In respect of applicable statutory dues, according to the information and explanations given to us:

(a) Undisputed applicable statutory dues including Provident Fund, Investor Education & Protection Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable have generally been regularly deposited with the appropriate authorities. Undisputed statutory dues remaining unpaid as at 31.03.2014 for more than six months from the date they became payable, are reported as under:-

Particulars Amount (Rs.Lacs)

Income Tax 104.02

TDS 66.36

Vat Payable 14.12

DDT Payable 4.67

(b) There were no dues of Sales Tax, Income-Tax, Wealth Tax, Excise Duty, Service Tax, Cess and Customs Duty which have not been deposited as on 31st March, 2014 on account of any dispute.

9. The Company does not have any accumulated losses and the Company has not incurred cash losses during the year as well as in the immediately preceding financial year.

10. The Company has not made any default in repayment of dues from facility taken from bank.

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

12. The Company is not a chit fund or a nidhi / mutual benefit fund / society.

13. The Company is not dealing or trading in shares, securities, debentures.

14. As informed to us and as per the explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

15. The Company has not obtained any term loan. Therefore, the requirements of Clause 4(xvi) of the Order are "Not Applicable" to the Company.

16. The Company has not raised any short term funds which have been used for Long Term Investments during the year.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

19. The Company has not made any public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Jain Chowdhary & Co Chartered Accountants ICAI F R No. 113267W

CA. Siddharth Jain Partner M. No. 104709

Date: 30th May, 2014 Place: Mumbai


Mar 31, 2013

Report on the Financial Statements

(1) We have audited the accompanying financial statements of High Ground Enterprise Ltd., which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit & 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 financial statements

(2) 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 principles generally accepted in India, including 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s responsibility

(3) Our responsibility is to express 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 financial statements are free from material misstatement.

(4) An audit involves performing procedures to obtain in audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide basis of our audit opinion.

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the company as on 31st March 2013

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

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on the legal and regulatory requirements

(6) As required by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

(7) As required by section 227(3) of the Act, we report that:

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

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

c) The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors as on 31" March 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 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.

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

1. In respect of its fixed assets:

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

(b) The fixed assets were physically verified by the management at the year-end and such verification has revealed no material discrepancies. In our opinion, having regard to the size of the Company and nature of its fixed assets, the frequency of physical verification of the fixed assets is reasonable.

(c) According to information and explanation given to us, the Company has not disposed off any substantial fixed assets during the year and therefore, the question of disposal affecting the going concern status of the Company does not arise.

2. a. The inventory (comprising of project materials, - finished, work in progress & raw material and film related rights) have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

b. In our opinion, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion, the company has maintained proper records of inventory. As explained to us, no material discrepancies were notices on physical verification as compared to the book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has 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. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (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 the size of the Company. During the course of our audit, we have not observed any major weaknesses in the internal control system of the Company and hence, the question of any continuing failure to correct the same does not arise.

5. In respect of particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. During the year, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

7. The Central Government has not prescribed the maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956, in respect of the activities carried on by the Company.

8. In respect of applicable statutory dues, according to the information and explanations given to us: Undisputed applicable statutory dues including Provident Fund, Investor Education & Protection Fund, Employees'' State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable have generally been regularly deposited with the appropriate authorities.

(b) There were no dues of Sales Tax, Income-Tax, Wealth Tax, Excise Duty, Service Tax, Cess and Customs Duty which have not been deposited as on 31st March, 2013 on account of any dispute.

9. The Company does not have any accumulated losses and the Company has not incurred cash losses during the year as well as in the immediately preceding financial year.

10. The Company has neither borrowed any funds from financial institutions or banks nor issued any debentures.

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

12. The Company is not a chit fund or a nidhi / mutual benefit fund / society.

13. The Company is not dealing or trading in shares, securities, debentures.

14. As informed to us and as per the explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

15. The Company has not obtained any term loan. Therefore, the requirements of Clause 4(xvi) of the Order are "Not Applicable" to the Company.

16. The Company has not raised any short term funds which have been used for Long Term Investments during the year.

17. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

19. The Company has not made any public issue during the year.

20. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR JAIN CHOWDHARY & CO.

CHARTERED ACCOUNTANTS

ICAI-FR. No. 113267

Date : 30* May, 2013

Place : Mumbai SIDDHARTH JAIN

PARTNER M.No. 104709


Mar 31, 2012

We have audited the attached Balance Sheet of High Ground Enterprise Limited as at 31st March 2012 and also the Profit and Loss Account 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 the accounts maintained and produced for 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 and also includes assessing the accounting principles used, significant estimates made by the management as well as evaluating the overall presentation of financial statement. We believe that our audit provide a reasonable basis for our opinion.

The Provision of the Companies Auditors Report (Amendment) Order, 2004 are not applicable to the company being a private limited company with a paid up capital and reserves not more than rupees fifty lakh and which does not have loan outstanding exceeding rupees twenty five lakh from any bank or financial institution and does not have a turnover exceeding rupees five crore at any point of time during the financial year.

Further we report that:

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

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

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Director's we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (a) to (g) of sub-section (1) of Section 274 of Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity and in accordance with accounting principles generally accepted in India:

(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March 2012; and

(b) In the case of the Profit & Loss Accounts of the Profit of the Company for the year ended on that date.

FOR JAIN CHOWDHARY & CO.

CHARTERED ACCOUNTANTS

FR. No. 113267 W

Date : 30.05.2012

Place : Mumbai SIDDHARTH JAIN

PARTNER

M.No. 104709


Mar 31, 2010

We have audited the Balance Sheet of M/s Woo Yang Electronics (India) Limited as at 31st March 2010 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. Preparation of financial statements is the responsibility of the management of the Company. 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 in order to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining on 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 base for our opinion.

1. As required by the Companies (Auditors Report) Order 2003 (as amended) issued by the Company Law Board, in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the ANNEXURE, a statement on the matters specified in Para 4 of the said Order;

2. In addition to our comments in the ANNEXURE referred to in paragraph 1 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; and

b) In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of such books and proper returns adequate for the purpose of our audit; and

c) The said Balance Sheet and Profit and Loss Account are in agreement with the books of accounts and returns; and

d) In our opinion the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 except as referred in Note No. 1(d) of Schedule No.9;and

e) On the basis of information and explanations given to us and representation received from the Directors of the Company, we report that none of the Directors is disqualified from

being appointed as Directors of the company under Section 274(1) (g) of the Companies Act, 1956; and

f) In our opinion and to the best of our information and the explanations given to us, the said accounts, subject to: -

(i) Note No. 1(d) of Schedule No. 9 regarding Non- Compliance of AS- 15 issued by the ICAI on Employment Benefits with respect to provision for Gratuity; and

(ii) Note No. 1(a) of Schedule No. 9 regarding "going concern" assumption in accounts inspite of full erosion in companys net worth . together with other notes in schedule of Significant Accounting Policies and Notes on Accounts thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view: -

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010; and

ii) In the case of the Profit and Loss Account, of the profit for the year ended on the date.

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



"ANNEXURE" TO THE AUDITORS REPORT

(As referred in paragraphs of our report)

(i) In respect of fixed assets: -

(a) The company is not owning any fixed assets during the year; and

(b) As the Company had disposed off its entire fixed assets during F.Y. 2006- 07, the question of its physical verification and discrepancies thereof does not arise; and

(c) As the Company had disposed off its entire fixed assets during F.Y. 2006- 07, According to the information and explanations given to us, we are of the opinion that the disposal of fixed assets has affected the going concern status of the Company;

(ii) The Company holds no inventories at the end of year hence the provisions of said clause are

not applicable to the Company;

(iii) In respect of loans, secured and unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956: -

(a) According to information and explanations given to us, the Company has not granted unsecured loans to parties covered in register maintained under section 301 of the Companies Act, 1956; and

(b) As no loans have been granted by the Company, the question of interest and other terms and conditions do not arise; and

(c) As no loans have been granted by the Company, the question of receipt of principal and interest do not arise; and

(d) As no loans have been granted by the Company, the question of recovery for overdue amount does not arise; and

(e) According to information and explanations given to us, the Company has taken unsecured loan from companies, firms or other parties covered under register maintained under section 301 of the Companies Act, 1956. Relevant details are given as under: -

Particulars No. of Parties Maximum Amount Closing

Involved (Rs.) Balance (Rs.)

From Companies 2 9,13,053/- 9,13,053/-

(f) According to information and explanations given to us, the rate of interest and other terms and conditions of loans given by the company are not prima facie, prejudicial to the interest of the Company; and

(g) According to information and explanations given to us, the Company has been regular in re- payment of principal amount and interest to parties covered under register maintained under section 301 of Companies Act, 1956 as per stipulations;

(iv) In our opinion and according to the explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchase of fixed assets and for sale of goods or supply of sendees. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls;

(v) In respect of contract and arrangements referred in section 301 of the Companies Act, 1956:-

(a) As per information and the explanations given to us, the Company has entered all entries regarding contracts or arrangements as referred in Section 301 of the Companies Act, 1956, in the register required to be maintained under that section, wherever applicable; and

(b) In our opinion and according to information and explanation given to us, the transactions made in pursuance of contracts or arrangements, that need to be entered in register maintained under section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time;

(vi) According to informations and explanations given to us, the Company has not accepted public deposits and the provision of section 58A, 58AA or other relevant provisions of the Companies Act, 1956 and rules framed thereunder are not applicable to the Company;

(vii) The Company has an in- house internal audit system commensurate with the size and nature of its business;

(viii) Maintenance of cost records as prescribed under section 209(l)(d) of the Companies Act, 1956 are not applicable to the company;

(ix) In respect of timely deposit of statutory dues as applicable to Company: -

(a) The company is generally regular in payment of its undisputed statutory dues such as Income Tax, Provident Fund, Wealth Tax, Service Tax and other statutory dues as applicable, to the appropriate authorities. There is no statutory due outstanding as on last day of financial year for a period of more than six months; and

(b) According to information and explanation given to us, there is no outstanding statutory dues on the part of Company which is not deposited on account of dispute;

(x) The Company is carrying accumulated losses, which are more than fifty percent of its net worth at the end of financial year. Further, the Company has incurred cash losses during the financial year covered by this report but no cash losses were incurred during the immediately preceding financial year;

(xi) According to information and explanation given to us, the company has not defaulted in repayment of dues to any bank or financial institution;

(xii) According to information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities;

(xiii) In our opinion, the company is not a Chit Fund or a Nidhi/ Mutual Benefit Society. Therefore, the provisions of said clause are not applicable to the company;

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debenture or any other investments. Therefore, the provisions of said clause are not applicable to the company;

(xv) According to information and explanation given to us, the Company has not given guarantee for loan taken by others from bank or financial institutions;

(xvi) According to information and explanation given to us, Company has not obtained any term loan during the year and no term loans are outstanding on the Company at the end of year;

(xvii) According to information and explanation given to us, the company has not used any short term fund for long- term investments;

(xviii) During the year, the company has not made any preferential allotment to the parties covered in the register maintained under section 301 of the Companies Act, 1956, therefore the provisions of said clause are not applicable to the Company;

(xix) The company has not issued any debentures during the year;

(xx) The company has not raised money by way of public issue during the year;

(xxi) During the course of our examination of books of accounts and according to information and explanation given to us, no fraud on or by the company has been noticed or informed during the year.

Signed for the purpose of identification

For V.N. Purohit & Co.

Chartered Accountants

(Firm Regn. No. 304040E)

Sd/-

(O.P. Pareek) Partner

Membership No. 014238

New Delhi, the 3rd day of September, 2010

 
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