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Auditor Report of Indiaco Ventures Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of INDIACO VENTURES LIMITED, which comprise the Balance Sheet as at March 31, 2015, 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 THE FINANCIAL STATEMENTS

The Company's 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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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, Subject to Other Note No. 24 (2) on Non provision for Diminution in the value of Investment amounting to Rs. 1,903.75 Lacs, the aforesaid 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, 2015; and

(b) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) 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, the 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, the Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

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

(i) In respect of Fixed Assets

(a) The Company has maintained memorandum of records showing details of fixed assets with original cost and depreciation written off in respect of identifiable units of assets and where such information for identifiable units of assets is not available, the records show the cost and depreciation written off in respect thereof as a group or class. However, comprehensive fixed assets register is being compiled.

(b) All the assets have been physically verified by the management in accordance 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 physical verification.

(c) During the year, the company has not disposed any assets.

(ii) In respect of Inventories:-

According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of shares held in Demat Account followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

The transaction-wise stock details are compiled for control over the stocks of securities and necessary details are obtained from the custodians of shares and securities from the Depository Participants. Discrepancies noticed on verification have been properly dealt with.

(iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly clauses (iii) (b), (iii) (c) & (iii) d of the Order are not applicable.

As informed to us, the Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) & (iii) g of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit, we have not observed any major weaknesses in such internal controls.

(v) The Company has not accepted deposits from public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Act, for the products/services of the Company.

(vii) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing, with the appropriate authorities, undisputed statutory dues amounting to Rs.8,72,386/-in respect of Service Tax and Professional Tax.

According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute other than following :

Name of Nature of dues Amount Period to which Forum where Statute the amount dispute is (Rs.in Lacs) relates pending

Income tax Assessment due 22.01 F.Y. 2005-06 ITAT Mumbai Act 1961

Assessment due 764.73 F.Y. 2007-08 CIT (Appeals) Mumbai

Assessment due 456.25 F.Y. 2009-10 CIT (Appeals) Mumbai

Assessment due 22.47 F.Y.2010-11 CI(Appeals), Mumbai

(viii) The company's accumulated losses at the end of the financial year exceeded 50% of the net worth of the company and has incurred cash loss during the year and in the immediately preceding financial year.

(ix) According to the records of the company examined by us, and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or banks as at the balance sheet date.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanation given to us, the term loan obtained by the Company was applied for the purpose for which the loan was obtained.

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

For V C Venkatraman & Co. Chartered Accountants (Regn. No. 111372W)

Sd/-

Place:Pune (V.C Venkatraman) (Partner) Date:05.09.2015 (Membership No. 37730)


Mar 31, 2014

We have audited the accompanying financial statements of INDIACO VENTURES LIMITED, which comprise the Balance Sheet as at March 31, 2014, 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 THE FINANCIAL STATEMENTS

The Company''s 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 notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013_of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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, Subject to Other Note No. 24 (2) on Non provision for Diminution in the value of Investment amounting to Rs.2,071.97 Lacs, the aforesaid 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, 2014; and

(b) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) 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, the 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, the Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274(1) (g) of the Act.



ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

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

(i) In respect of Fixed Assets

(a) The Company has maintained memorandum of records showing details of fixed assets with original cost and depreciation written off in respect of identifiable units of assets and where such information for identifiable units of assets is not available, the records show the cost and depreciation written off in respect thereof as a group or class. However, comprehensive fixed assets register is being compiled.

(b) All the assets have been physically verified by the management in accordance 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 physical verification.

(c) During the year, the company has not disposed any assets.

(ii) In respect of Inventories:-

According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of shares held in Demat Account followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

The transaction-wise stock details are compiled for control over the stocks of securities and necessary details are obtained from the custodians of shares and securities from the Depository Participants. Discrepancies noticed on verification have been properly dealt with.

(iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (iii) (b), (iii) (c) & (iii) d of the Order are not applicable.

As informed to us, the Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) & (iii) g of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit, we have not observed any major weaknesses in such internal controls.

(v) According to the information and explanations provided by the management, there have been no contracts or arrangements during the period that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable.

(vi) As the Company has not accepted or renewed any deposit from the public, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. 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 other Tribunal.

(vii) The Company has internal audit system commensurate with the size and nature of its business.

(viii) Paragraph 4(viii) of the Order is not applicable.

(ix) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing, with the appropriate authorities, undisputed statutory dues amounting to Rs.2,11,153/-in respect of Service Tax and Professional Tax. .

According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute other than following :

Name of Statute Nature of dues Amount Period to Forum where (Rs.in which the dispute is Lacs) amount pending relates

Income tax Act, Assessment due 22.01 F.Y. 2005-06 ITAT Mumbai 1961

Assessment due 764.73 F.Y. 2007-08 CIT (Appeals) Mumbai

Assessment due 456.25 F.Y. 2009-10 CIT (Appeals) Mumbai

Assessment due 22.47 F.Y.2010-11 CIT (Appeals), Mumbai

(x) The company does not have any accumulated losses at the end of financial year and has incurred cash loss of Rs 19.58 Lacs in the current year and Rs.29.93 in the previous year.

(xi) In our opinion, on the basis of audit procedures and according to the information and explanations given to us, the Company has no default as on the balance sheet date in repayment of dues to financial institutions or banks. The Company has not issued any debentures and hence any default for repayment on this account does not arise.

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

(xiii) Paragraph 4(xiii) of the Order is not applicable

(xiv) In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein; also the hares, securities, debentures and other securities have been held by the company, in its own name.

(xv) According to information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

(xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan has been obtained.

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

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures during the year nor there is any outstanding as on 31st March 2014.

(xx) The company has not raised any money by public issues during the year

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

For V C Venkatraman & Co. Chartered Accountants (Regn. No. 111372W)

Sd/- (V.C Venkatraman) (Partner) (Membership No. 37730)

Place:Pune Date: 05.09.2014


Mar 31, 2013

We have audited the accompanying financial statements of Indiaco Ventures Ltd. ("And Reduced") ("the Company"), 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 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.

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

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

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

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;

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

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

(i) In respect of Fixed Assets

(a) The Company has maintained memorandum of records showing details of fixed assets with original cost and depreciation written off in respect of identifiable units of assets and where such information for identifiable units of assets is not available, the records show the cost and depreciation written off in respect thereof as a group or class. However, comprehensive fixed assets register is being compiled.

(b) All the assets have been physically verified by the management in accordance 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 physical verification.

(c) During the year, the company has not disposed any assets.

(ii) In respect of Inventories:- According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of shares held in Demat Account followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

The transaction-wise stock details are compiled for control over the stocks of securities and necessary details are obtained from the custodians of shares and securities from the Depository Participants. Discrepancies noticed on verification have been properly dealt with.

(iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (iii) (b), (iii) (c) & (iii) d of the Order are not applicable.

As informed to us, the Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) & (iii) g of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and for the sale of services. During the course of our audit, we have not observed any major weaknesses in such internal controls.

(v) According to the information and explanations provided by the management, there have been no contracts or arrangements during the period that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable.

(vi) As the Company has not accepted or renewed any deposit from the public, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. 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 other Tribunal.

(vii) The Company has internal audit system commensurate with the size and nature of its business.

(viii) Paragraph 4(viii) of the Order is not applicable.

(ix) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing, with the appropriate authorities, undisputed statutory dues.

According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute other than following :

Name of Nature of dues Amount Period to which Forum where Statute (Rs.in Lacs) the amount dispute is pending relates

Income tax Assessment due 22.01 F.Y. 2005-06 ITAT Mumbai Act, 1961

Assessment due 764.73 F.Y. 2007-08 CIT (Appeals) XXXII

(x) The company does not have any accumulated losses at the end of financial year and has incurred cash loss of Rs 29.93 Lacs in the current year and Rs.92.24 in the previous year.

(xi) In our opinion, on the basis of audit procedures and according to the information and explanations given to us, the Company has no default as on the balance sheet date in repayment of dues to financial institutions or banks. The Company has not issued any debentures and hence any default for repayment on this account does not arise.

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

(xiii) Paragraph 4(xiii) of the Order is not applicable

(xiv) In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein; also the hares, securities, debentures and other securities have been held by the company, in its own name.

(xv) According to information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

(xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan has been obtained.

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

(xviii) The company has not made any preferential allotment of shares during the year.

(xix) The company has not issued any debentures during the year nor there is any outstanding as on 31st March 2013.

(xx) The company has not raised any money by public issues during the year

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

For V. C. Venkatraman & Co.

Chartered Accountants

V. C. Venkatraman

Place: Pune Partner

Date:28/05/2013 Membership No.37730


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s INDIACO VENTURES LIMITED as at 31st March 2012, the Profit and Loss Account and also 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''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. These 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 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.

3. 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, we endose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 purposes of our audit;

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

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

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

e. On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors and on the basis of information and explanation given to us we report that none of the director is disqualified as on 31st March 2012 from being appointed as a director in terms of 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 the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the balance sheet, of the state of the affairs of the Company as at 31st March 2012;

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

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

Referred to in paragraph 3 of our report of even date

i) In respect of Fixed Assets

a. The Company has maintained memorandum of records showing details of fixed assets with original cost and depreciation written off in respect of identifiable units of assets and where such information for identifiable units of assets is not available, the records show the cost and depreciation written off in respect thereof as a group or class. However, comprehensive fixed assets register is being compiled.

b. All the assets have been physically verified by the management in accordance with the 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 physical verification.

c. During the year, the company has not disposed any assets.

ii) In respect of Inventories

According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of shares held in Demat Account followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

The transaction-wise stock details are compiled for control over the stocks of securities and necessary details are obtained from the custodians of shares and securities from the Depository Participants. Discrepancies noticed on verification have been properly dealt with.

iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (iii) (b), (iii) (c) & (iii) d of the Order are not applicable.

As informed to us, the Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) & (iii) g of the Order are not applicable.

iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of audit, we have not observed any major weakness in such internal controls.

v) According to the information and explanation provided by the management, there have been no contracts or arrangements during the period that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v) (a) and (b) of the Companies (Auditors'' Report) Order, 2003 (as amended) are not applicable.

vi) As the Company has not accepted or renewed any deposit from the public, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. 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 other Tribunal.

vii) The Company has an internal audit system commensurate with the size and nature of its business.

viii) Paragraph 4(viii) of the Order is not applicable.

ix) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing, with the appropriate authorities, undisputed statutory dues.

According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute other than following :

Name of Nature of dues Amount Period to which Forum where statute (Rs. In the amount dispute is pending lacs) relates

Income tax Assessment due 22.01 F.Y. 2005-06 ITAT Mumbai Act. 1961 Assessment due 764.73 F.Y. 2007-08 CIT (Appeals) XXXII

x) The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses of Rs 92.24 Lacs (previous Year Rs 92.41 Lacs) during the financial year.

xi) In our opinion, on the basis of audit procedures and according to the information and explanations given to us, the Company has no default as on the balance sheet date in repayment of dues to financial institutions or banks. The Company has not issued any debentures and hence any default for repayment on this account does not arise.

xii) According to the information and explanations 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) Paragraph 4(xiii) of the Order is not applicable

xiv) In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the company, in its own name.

xv) According to information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan has been obtained.

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

xviii)The company has not made any preferential allotment of shares during the year.

xix)TTie company has not issued any debentures during the year nor there is any outstanding as on 31st March 2012.

xx) The company has not raised any money by public issues during the year

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

For SJ. AGRAWAL & ASSOCIATES

Chartered Accountants

S.J. Agrawal

Partner

Membership No: 030273

Place: Pune

Date: 7th December, 2012


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s INDIACO VENTURES LIMITED as at 31st March 2010, the Profit and Loss Account and also 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.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. These 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 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.

3. 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, 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 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 purposes of our audit;

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

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

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

e. On the basis of written representation received from the directors, as on 31" March 2010 and taken on record by the Board of Directors and on the basis of information and explanation given to us we report that none of the director is disqualified as on 31st March 2010 from being appointed as a director in terms of 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 the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the balance sheet, of the state of the affairs of the Company as at 31st March 2010; ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date; and iii) In the case of the cash flow statement, of the Cash Flow for the year ended on that date.

Annexure to the Auditors Report Referred to in paragraph 3 of our report of even date

i) In respect of Fixed Assets

a. The Company has maintained memorandum of records showing details of fixed assets with original cost and depreciation written off in respect of identifiable units of assets and where such information for identifiable units of assets is not available, the records show the cost and depreciation written off in respect thereof as a group or class. However, comprehensive fixed assets register is being compiled.

b. All the assets have been physically verified by the management in accordance with the 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 physical verification.

c. During the year, the company has not disposed any assets.

ii) In respect of Inventories

According to the information and explanations given to us, the inventory of securities have been held in dematerialized form and are verified with the demat account statements at reasonable intervals.

According to the information and explanations given to us, in our opinion, the procedures of physical verification of shares held in Demat Account followed by the management are reasonable and adequate in relation of the size of the Company and the nature of its business.

The transaction-wise stock details are compiled for control over the stocks of securities and necessary details are obtained from the custodians of shares and securities from the Depository Participants. Discrepancies noticed on verification have been properly dealt with.

iii) According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (iii) (b), (iii) (c) & (iii) d of the Order are not applicable.

As informed to us, the Company has not taken any loans, secured or unsecured, from Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956. Accordingly clauses (iii) (f) & (iii) g of the Order are not applicable.

iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of fixed assets and for the sale of services. During the course of audit, we have not observed any major weakness in such internal controls.

v) According to the information and explanation provided by the management, there have been no contracts or arrangements during the period that needs to be entered into the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clauses (v) (a) and (b) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable.

vi) As the Company has not accepted or renewed any deposit from the public, the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AAor any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. 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 other Tribunal.

vii) The Company has an internal audit system commensurate with the size and nature of its business.

viii) Paragraph 4(viii)of the Order is not applicable.

ix) According to the information and explanations given to us and records examined by us, the Company is generally regular in depositing, with the appropriate authorities, undisputed statutory dues.

According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and cess which have not been deposited on account of any dispute other than following:



Name of Nature of dues Amount Period to which Forum where

statute (Rs. in Lacs) the amount dispute is

relates pending

Income tax Act, Assessment due 22.01 F.Y. CIT (Appeals)

1961 2005-06 XXXII



x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the financial year.

xi) In our opinion, on the basis of audit procedures and according to the information and explanations given to us, the Company has no default as on the balance sheet date in repayment of dues to financial institutions or banks.

The Company has not issued any debentures and hence any default for repayment on this account does not arise. xii) According to the information and explanations 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) Paragraph 4(xiii)ofthe Order is not applicable

xiv) In our opinion, proper records have been maintained of the transactions and contracts and timely entries have been made therein; also the shares, securities, debentures and other securities have been held by the company, in its own name.

xv) According to information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

xvi) Based on our examinations of the records and information and explanations given to us during the year no term loan has been obtained.

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

xviii)The company has not made any preferential allotment of shares during the year.

xix) The company has not issued any debentures during the year nor there is any outstanding as on 31st March 2010.

xx) The company has not raised any money by public issues during the year

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

For S.J. AGRAWAL & ASSOCIATES,

Chartered Accountants

Sd/-

S. J. Agrawal

Partner

Membership No: 030273

Place: Mumbai

Date: 30th August, 2010