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Auditor Report of HRB Floriculture Ltd.

Mar 31, 2013

Report on Financials

1 We have audited the the accompanying financial statements of HRB FLORICULTURE LIMITED which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information,

Management''s Responsibility for tne Financial Statements

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

Auditors''Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to 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 includas 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 fair view in conformity with the accounting principles generally accepted in India: a in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and

b in the case of the Statement of Profit and Loss, of the LOSS for the year ended on that date; and C in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (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 accounts as required by law have been kept by the company so far as appears from our examination of the books of accounts;

£: The Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d, In our opinion, the Statement of Profit and Loss and the Balance Sheet and Cash Flow Statement of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent

e. On the basis of written representation received from the directors as on 31st March, 2013, we report that none of the directors of the company are disqualified ason 31st March 2013 from being appointed as a director under clause (g) of Sub- Section (1) of Section 274 of the Companies Act, 1956;

HRB FLORICULTURE LIMITED ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 3 of the Auditors'' Report of even date) i a. The company has maintained 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. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. According to the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would effect the going concern status of the company

ii a. The inventory held in tangible form has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the

size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii a. The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act except Rs. 16485000 has been granted as advance to subsidiary company . The maximum and the yearend balance is Rs. 16485000 .

b. The rate of interest and other terms and conditions of loan given to subsidiary company is prima facie not prejudicial to the interest of the company

c. The receipt of principal and interest, if any, is regularwherever stipulated.

d. There is no pverdue amount of more than rupees one lac.

e. As the company has not taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained undersection 301 of the Act and therefore we have no comments under clause (iii) (e)(f)(g)of the Order.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act has been entered in the register required to maintained under that section.

b. In our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of contracts or arrangements entered in the 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 re levant time.

vi In our opinion and according to the information and explanations given to us, the company has not accepted any deposits to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal in this regard.

vii The compa n/s internal audit system commensurate with the size and nature of its business.

viii As explained to us, the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 has not been prescribed by the Central Government for the Company.

ix a. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other materia! statutory dues applicable to it.

b, According to information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, customs duty, excise duty and cess which has not been deposited on account of any dispute.

x In our opinion, the company''s accumulated tosses as at March 31, 2013 are less than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by ourauditand in the immediately preceding financial year.

xi In our opinion and according to the information and explanation given to us, the company does not have any dues to a financial institution and bank. The company has not issued any debentures.

xii The company has not granted loans and advances on the basts 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 fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicableto the company.

xiv in our opinion, in respect of dealing or trading in shares and securities, the company has maintained proper records of transactions and contract and timely entries have been made therein. The shares and securities held by the company as on 31st March 2013 are in its own name.

xv As explained the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi According to explanations and information given to us, no term loans have raised by the company during the year.

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 the no funds raised on short - term basis have been used for long -term investment.

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

xix According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures

xx No money was raised by the company during the year from the public issues.

xxi According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B.KHOSLA & CO.

Chartered Accountants

FRN:000205C

JAIPUR

Jay 29,2013 SANDEEPMUNDRA

Partner

M. No. 075482


Mar 31, 2012

1 We have audited the attached Balance Sheet of HRB FLORICULTURE LIMITED as at 31st March 2012 and the Profit and Loss Account of the company for the year ended on that date and the cash Flow Statement for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys'' management. Our responsibility is to express an opinion on these financial statements based on our audit."

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

3 As required by the Companies (Auditors'' Report) Order, 2003 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 Furtherto our comments in the Annexure referred to in paragraph (1) above:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of ouraudit;

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

c. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Profit and Loss account and the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

e. On the basis of written representation received from the directors as on 31st March, 2012, we report that none of the directors of the company are disqualified as on 31 st March 2012 from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with Notes thereon give the information required by the Companies Act, 1956 in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India: -

i In case of Balance Sheet, of the state of the affairs of the company as at 31 st March 2012;

ii In case of Profit and Loss Account, of the LOSS of the Company for the year ended on that date; and

iii In case of the Cash flow statement, of the cash flows of the Company for the year ended on that date

HRB FLORICULTURE LIMITED ANNEXURE TO AUDITORS'' REPORT

(Referred to in paragraph 3 of the Auditors'' Report of even date)

i a.The company has maintained 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. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c. According to the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would effect the going concern status of the company

ii a. The inventory held in tangible form has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c.The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii a. The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act except Rs. 16485000 has been granted as advance to subsidiary company. The maximum and the yearend balance is Rs. 16485000

b.The rate of interest and other terms and conditions of loan given to subsidiary company is prima facie not prejudicial to the interest of the company

c.The receipt of principal and interest, if any, is regular wherever stipulated.

d.There is no overdue amount of more than rupees one lac.

e. As the company has not taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under section 301 of the Act and therefore we have no comments under clause (iii) (e)(f)(g) of the Order.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v a. According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act has been entered in the register required to maintained under that section.

b.ln our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of contracts or arrangements entered in the 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 In our opinion and according to the information and explanations given to us, the company has not accepted any deposits to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.. No order has been passed by the Company Law Board or National Company LawTribunal or Reserve Bank of India or any court or any tribunal in this regard.

vii The company''s internal audit system commensurate with the size and nature of its business.

viii As explained to us, the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 has not been prescribed by the Central Government for the Company.

ix a. The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b. According to information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable,

c. According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, customs duty, excise duty and cess which has not been deposited on account of any dispute.

x In our opinion, the company''s accumulated losses as at March 31,2012 are less than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our auditand in the immediately preceding financial year.

xi In our opinion and according to the information and explanation given to us, the company does not have any dues to a financial institution and bank. The company has not issued any debentures.

xii The company has not granted 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 ora nidhi mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv In our opinion, in respect of dealing or trading in shares and securities, the company has maintained proper records of transactions and contract and timely entries have been made therein. The shares and securities held by the company as on 31 st March 2012 are in its own name.

xv As explained the company has not given guarantees for loans taken by others from banks or financial institutions.

xvi According to explanations and information given to us, no term loans have raised by the company during the year.

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 the no funds raised on short-term basis have been used for long -term investment.

xviii According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained undersection 301 oftheAct.

xix According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures

xx No money was raised by the company during the year from the public issues.

xxi According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of ouraudit.

For B. KHOSLA & CO.

Chartered Accountants

FRN: 000205C

JAIPUR

May 29,2012 SANDEEP MUNDRA

Partner

M. No. 075482


Mar 31, 2011

We have audited the attached Balance Sheet of HRB FLORICULTURE LIMITED as at 31st March 2011 and the Profit and Loss Account of the company for the year ended on that date and the cash Flow Statement for the year ended on that date, both 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.

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, 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 the 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 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.

Further to our comments in the Annexure referred to in paragraph (1) above:

a. 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;

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

c. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Profit and Loss account and the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

e. On the basis of written representation received from the directors as on 31st March, 2011, we report that none of the directors of the company are disqualified as on 31st March 2011 from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

f. Without qualifying our report, we draw attention to Note No 6 of Schedule XIV regarding adjustment of sale proceed of securities amounting to Rs.54.44 lacs as penal interest and crediting the same to profit and loss account;

g. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with Notes thereon give the information required by the Companies Act, 1956 in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India: -

(i) In case of Balance Sheet, of the state of the affairs of the company as at 31st March 2011;

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

(iii) In case of the Cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph (I) of our report of even date)

(i) (a) The company has maintained 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. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would effect the going concern status of the company.

(ii) (a) The inventory held in tangible form has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act except Rs.164.85 lacs has been granted as advance to subsidiary company. The maximum and the year end balance is Rs.164.85 lacs .

(b) The rate of interest and other terms and conditions of loan given to subsidiary company is prima facie not prejudicial to the interest of the company.

c) The receipt of principal and interest, if any, is regular wherever stipulated.

(d) There is no overdue amount of more than rupees one lac.

(e) As the company has not taken any loans, secured or unsecured to/from companies, firm or other parties covered in the register maintained under section 301 of the Act and therefore we have no comments under clause (iii) (e)(f)(g) of the Order.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act has been entered in the register required to maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of contracts or arrangements entered in the 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) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal in this regard.

(vii) The company's internal audit system commensurate with the size and nature of its business.

(viii) As explained to us, the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 has not been prescribed by the Central Government for the Company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues Application to it.

(b) According to information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, customs duty, excise duty and cess which has not been deposited on account of any dispute.

(x) In our opinion, the company's accumulated losses as at March 31, 2011 are less than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit. However, the company has not incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company does not have any dues to a financial institution and bank. The company has not issued any debentures.

(xii) The company has not granted 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 fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, in respect of dealing or trading in shares and securities, the company has maintained proper records of transactions and contract and timely entries have been made therein. The shares and securities held by the company as on 31st March 2011 are in its own name.

(xv) As explained the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) According to explanations and information given to us, no term loans have raised by the company during the year.

(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 the no funds raised on short - term basis have been used for long -term investment.

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

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xx) No money was raised by the company during the year from the public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For B'KHOSLA & Co

Chartered Accountants

(SANDEEP MUNDRA)

Partner

M. No. 075482

Jaipur

September 31st 2011


Mar 31, 2010

We have audited the attached Balance Sheet of HRB FLORICULTURE LIMITED as at 31st March 2010 and the Profit and Loss Account of the company for the year ended on that date and the cash Flow Statement for the year ended on that date, both 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.

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, 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 the 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 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.

Further to our comments in the Annexure referred to in paragraph (1) above:

a. 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;

b. In our opinion, proper books of accounts as required by law have been kepi by the company so far as appears from our examination of the books of accounts;

c. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Profit and Loss account and the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

e. On the basis of written representation received from the directors as on 31st March, 2010, we report that none of the directors of the company are disqualified as on 31st March 2010 from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956,

f. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with Notes thereon give the information required by the Companies Act, 1956 in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India: -

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

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

(iii) In case of the Cash flow statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph (I) of our report of even date)

(i) (a) The company has maintained 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. There is a regular programmers of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would effect the going concern status of the company.

(ii) (a) The inventory held in tangible form has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 301 of the Act except Rs. 164.85 lacs has been granted as advance to subsidiary company. The maximum and the year end balance is Rs. 164.85 lacs.

(b) The rate of interest and other terms and conditions of loan given to subsidiary company is prima facie not prejudicial to the interest of the company.

(c) The receipt of principal and interest, if any, is regular wherever stipulated.

(d) There is no overdue amount of more than rupees one lacs.

(e) As the company has not taken any loans, secured or unsecured to/from companies, firm or other parties covered in' the register maintained under section 301 of the Act and therefore we have no comments under clause (iii) (e)(f)(g) of the Order.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act has been entered in the register required to maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of contracts or arrangements entered in the 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) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits to which the provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956.. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any tribunal in this regard.

(vii) The company's internal audit system commensurate with the size and nature of its business.

(viii) As explained to us, the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 has not been prescribed by the Central Government for the Company.

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provided fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tas service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to information and explanations given to us, there are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Income tax, wealth tax, service tax, customs duty, excise duty and cess which has not been deposited on account of any dispute.

(x) In our opinion, the company's accumulated losses as at March 31,2010 are less than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit. However, the company incurred cash losses in the immediately preceding financial year.

(xi) in our opinion and according to the information and explanation given to us, the company does not have any dues to a financial institution and bank. The company has not issued any debentures.

(xii) The company has not granted 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 fund/ society. Therefore, the provisions of clause 4(xiii) of the companies (Auditor's Report) order, 2003 are not applicable to the company.

(xiv) In our opinion, in respect of dealing or trading in shares and securities, the company has maintained proper records of transactions and contract and timely entries have been therein. The shares and securities held by the company as on 31st March 2010 are in its own name.

(xv) As explained the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) According to explanations and information given to us, no term loans have raised by the company during the year.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

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

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xx) No money was raised by the company during the year from the public issues.

(xxi) According to the information and explanations given to us. no fraud on or by the company has been noticed or reported during the course of our audit.

For B. Khosla & Co.

Chartered Accountants

Place: Jaipur FRN: 000205C

June 28,2010

(SANDEEP MUNDRA)

Partner

M. No. 075482