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Auditor Report of Indo Asia Finance Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Indo Asia Finance Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materia! misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and 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, 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 the 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 and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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, 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 Other Legal and Regulatory Requirements

1. 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 purposes 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, the statement of profit and loss and the 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 the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

f. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company does not have any pending litigations which would impact its financial position.

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. The company has defaulted in transferring a sum of Rs.1.94 lakhs out of Rs.3.47 lakhs which were required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(i)

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

b. The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner on regular intervals. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a service company, primarily rendering financial services. Accordingly, it does not hold any physical inventories thus, paragraph 3(ii) of the order is not applicable.

(iii)

a. The Company has granted loans to five bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

b. In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Companies Act, the borrowers have been regular in the payment of interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company.

c. There are no overdue amounts ofmore than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Companies Act.

(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 purchase of fixed assets and sale of services. The activity of the company do not involve any purchase of inventory and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

(vi) The central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the company.

(vii)

a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable. However the company has not remitted a sum of Rs.4.27 lakhs which is payable on account of Fringe benefit tax for the assessment year 2007- 2008.

b. According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanations given to us, the following dues of income tax have not been deposited by the company on account of disputes:

Name of Nature of Dues Amount in Rs. Period for Forum where Statute which the dispote is amount pending relates

Income Tax Income Tax 66,78.30 7 AY207-08 CIT(A)-18, Act, 1961 Chennai

Income Tax Income Tax 76,59,021 AY2008-09 CIT(A)-18, Act, 1961 Chennai

Income Tax Income Tax 42,88,178 AY2009-10 CIT(A)-18, Act, 1961 Chennai

Income Tax Income Tax 50,47,784 AY2010-11 CIT(A)-18, Act, 1961 Chennai

Income Tax Income Tax 18,76,583 AY2011-12 CIT(A)-18, Act, 1961 Chennai

Income Tax Income Tax 48,53,307 AY 2012-13 CIT(A) 18, Act, 1961 Chennai

The assessment for the above assessment years are completed under section 153A r.w.s.143( 3) of the Income Tax Act and demand of tax was,raised on 31.03.2015

c. According to the information and explanations given to us the company has not transferred a sum of Rs.1.94 lakhs out of 3.47 lakhs being unclaimed dividend which requires to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institutions and banks during the year.

(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) The company did not have any term loan outstanding during the year.

(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 R.KRISHNA KUMAR & ASSOCIATES Chartered Accountants Firm's registration number: 007667S

Place: Chennai Date:27.05.2015

R.Krishna Kumar Proprietor Membership number 205250


Sep 30, 2014

Report on the Financial Statements:

We have audited the accompanying financial statements of Indo Asia Finance Limited which comprise of the Balance Sheet as at 30th September 2014, the Statement of Profit & Loss and Cash Flow Statement for the period ended on that date along with Notes on accounts.

Managements'' 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 Companies Act 1956, (which continue to be applicable in respect of section 133 of The Companies Act 2013 in terms of General Circular No. 15/2013 dated 13th September 2013, of Ministry of Corporate affairs) and in accordance with 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 misstatements 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, 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 subject to the notes in 2(a) & 2(f):

i. In the case of the Balance Sheet of the state of affairs of the company as at 30th September 2014.

ii. In the case of the statement of Profit & Loss, of the profit for the period ended on that date; and

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the 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 it appears from our examination of those books;

c) The Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under Companies Act 1956, (which continue to be applicable in respect of section 133 of The Companies Act 2013 in terms of General Circular No.15/2013 dated 13th September 2013, of Ministry of Corporate affairs).

e) On the basis of written representations received from the directors as on 30th September 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 30th September 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' Report

(Referred to in paragraph 1 of our report of even date)

Indo Asia Finance Limited

( i ) In respect of its Fixed Assets :

(a) The Company is maintaining proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management during the period in phased periodical manner which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information & explanation given to us the assets disposed off during the period are not substantial and therefore do not affect the going concern status of the company.

(ii) In respect of its Inventories:

a) The company has no inventories hence the question of periodic verification and its valuation does not arise.

(iii) In respect of unsecured loans granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act. 1956.

a) According to the information and explanation given to us and on the basis of examination of the books of accounts, the Company has granted loans, unsecured, to parties listed in the register maintained under section 301 of the Companies Act, 1956. The amount outstanding as on the balance sheet is Rs. 164.71 lakhs to 12 parties. There are no specific terms and conditions stipulated for such loans for repayment of interest and principal as such the same is prejudicial to the interest of the company.

b) The Company has taken unsecured loan from the companies in which directors are interested and the amount outstanding as on the balance sheet date is Rs 157.66 lakhs. There are no terms and conditions stipulated for repayment of such loans; however the same are not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit we have not observed any failure to correct major weakness in internal control system.

(v) In respect of transactions covered u/s 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made on pursuance of contracts or arrangements that needed to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered In the register required to be maintained under that section.

(vi) In our opinion, the company has an adequate internal audit system, Commensurate with the size and the nature of its business.

(vii) In our opinion the maintenance of cost records pursuant to the rules made by the Central Government under section 209(l)(d) of the Companies Act, 1956 are not applicable to the company.

(viii) In respect of statutory dues:

According to the records of the company, undisputed statutory dues including Provident Fund, Investors'' Educations & Protection Fund, Employees'' State Insurance, Cess, Sales Tax, Wealth Tax, and other statutory dues wherever applicable have been generally regularly deposited with the appropriate authorities. And there are no undisputed amounts towards the above statutory dues payable and outstanding for a period of more than 6 months from the date of becoming payable. However there are minor delays in remittance of TDS to the appropriate authorities.

(a) According to the information and explanation given to us there are no disputed statutory dues which have not been deposited to the statutory authorities. However the disputes regarding the income tax matters which were pending before the High Court of Madras were disposed off in favour of the company, in our opinion and according to the information given to us the income tax department is yet to pass an order giving effect to the order of the High Court of Madras, which in our opinion will result in refund.

(ix) To the best of our knowledge and according to the information and explanation given to us, there are no expenses of personal nature charged to the revenue account.

(x) The company has neither accumulated losses at the end of the period nor incurred cash losses during the current financial period as well as in the immediately preceding financial period.

(xi) Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders,

(xii) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the questions of maintenance of adequate records for this purpose does not arise.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund / nidhi /mutual benefit fund / society, Therefore, the provisions of clause of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion the company is not dealing or trading in any shares, securities, debentures and other investments. Accordingly the provisions of clause 4(Xiv) of the Companies (Auditor''s report) Order, 2003 (as amended) are not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us, the company has not guaranteed any loans taken by others from banks and financial institutions.

(xvi) In my opinion the company has not obtained term loans hence the question of its application for the purpose for which it is obtained does not arise.

(xvii) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised in short term basis have, prima facie, not been used during the period for long term investment (fixed assets etc.), but whereas the company has during the period have made substantial investment in the equity shares of M/s.Saravana Reality Private Limited amounting to Rs.27.35 crores which is a long term investment.

(xviii) According to 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 Companies Act 1956, during the period.

(xix) According to the information and explanation given to us, no debentures have been issued by the company during the period

(xx) The company has not raised any money by way of public issue during the period.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us we have neither come across any instances of fraud on or by the company, noticed or reported during the period, nor have we been informed of such case by the management.

For R.KRISHNA KUMAR & ASSOCIATES Chartered Accountants Firm Registration NO.007667S

R.KRISHNA KUMAR Proprietor Membership No: 205250

Place: Chennai Date: 01.12.2014


Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Indo Asia Finance Limited, Chennai, which comprise of the Balance Sheet as at 31st March 2013, the Statement of Profit & Loss for the year ended on that date along with Notes on accounts.

Managements'' Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the companies Act, 1956. 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 misstatements 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.

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 31st March 2013.

b) In the case of the Statement of Profit & Loss account, of the profit 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 sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

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

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

c) The Balance Sheet, Statement of Profit & Loss, dealt with by this report are in agreement with the books of accounts;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2013.

(i) In respect of its Fixed Assets:

a) The company has maintained proper records showing full particulars including quantitative details and the situation of its Fixed Assets.

b) Fixed Assets are physically verified by the management at reasonable intervals. In our opinion, the interval is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c) No parts of the fixed assets were disposed off during the year and therefore the question of affecting the going concern status of the company does not arise.

(ii) In respect of its inventories

a) The inventories are physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of such verification is adequate.

b) In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory followed by management were 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. The discrepancies between the physical stock and the book stocks were not material and have been properly dealt with in the books of account.

(iii) a) During the year, the company has neither granted nor taken loans and advances secured or unsecured to Companies, Firms or Other Parties covered in the register maintained under Section 301 of the companies Act,1956. Accordingly, the provisions of clause (iii) (a) to (iii) (g) of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(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 nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, no minor or major continuing failure has been noticed in the internal control system.

(v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion, that the contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956, have been properly entered in the said register.

b) In our opinion, and according to the information and explanations given to us, transactions entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding the value by Rs.5 lakhs during the year in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time wherever applicable.

(vi) The company has not accepted any deposits from the public pursuant to Section 58A, 58AA or any other relevant provisions of the Companies Act 1956, and rules framed there under. Therefore, the provisions of clause (iv) of the Order are not applicable to the Company.

(vii) The Company has an internal audit system, which in our opinion is commensurate with its size and nature of its business.

(viii) In our opinion the maintenance of cost records pursuant to the rules made by the Central Government under section 209(1)(d) of the Companies Act, 1956, are not applicable to the Company.

(ix) a) According to the records provided to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Employee''s State Insurance, Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess, and other statutory dues with the appropriate authorities where ever applicable.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duties, Excise Duty and Cess were in arrears as at 31st March 2013 for a period more than six months from the date they become payable.

c) According to the information and explanations given to us, there are no disputed dues that were not deposited with the authorities concerned.

(x) The Company neither accumulated losses at the end of the financial year nor incurred cash losses during the financial year and in the immediately preceding year.

(xi) Based on our verification and according to the information and explanations given by the management, the company has obtained loans from banks and there is no default in repayment of dues to its banks.

(xii) Based on our examination 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) The Company is not a Chit Fund/ Nidhi / Mutual Benefit Fund / Society and as such this clause of the order is not applicable.

(xiv) The company is dealing in Shares & Securities and Other Investments and proper books of account have been maintained and timely entries have been made therein.

(xv) According to the information and explanations given to us and the representation made by the management, the company has not given any guarantee for loan taken by others from any bank or financial institutions.

(xvi) In my opinion the term loans obtained by the Company are applied for the purpose for which it is obtained.

(xvii) On the basis of our examination, the company has not raised funds on short term basis for long term investments.

(xviii)During the year, the Company has not allotted any shares on preferential basis to the parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956

(xix) During the year, the company has not issued any secured debentures.

(xx) During the year, the company has not raised any money by public issue.

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

For A.KRISHNAMOORTHY & CO

Chartered Accountants

Firm Regn. No: 001489S

Place: Chennai

Date: 30.05.2013 A.KRISHNAMOORTHY

Proprietor

Membership No: 027190


Mar 31, 2012

1. We have audited the attached Balance Sheet of Indo Asia Finance Limited, Chennai, as at March 31, 2012 and also the Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the 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 Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements .An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended ) by Amendment Order,2004 issued by the Central Government 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 & 5 of the said Order.

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

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

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

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

(iv) In our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statements dea t w,th 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 the written representations received from the directors as on March 31 2012 and taken on record by the Board of Directors, we report that none of the directors in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and notes thereon on schedule 17, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the Balance Sheet of the state of affairs of the company as at 31st March, 2012.

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

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

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

Re: Indo Asia Finance Limited ('the Company')

(I) In respect of its Fixed Assets:

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

(b) As explained to us, the fixed assets have been physically verified by the management during the year in phased periodical manner which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not made any substantial disposals during the year.

(ii) in respect of its Inventories:

As the company is a Non-Banking Finance Company, the clauses regarding Inventories are notapplicable.

(iii) In respect of unsecured loans granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act., 1956.

(a) The Company has granted loans to parties aggregating to Rs.25.53 lakhs and received Rs.138.48 lakhs

(b) In our opinion, and according to the information and explanation given to us the rate of interest and other terms and conditions are not prima facie prejudicial to he interest of the Company. There is no over due amount in respect of loans taken by the Company.

(c) In respect of loans given by the company, these are repayable on demand and therefore the question of overdue amounts does not arise.

(iv) In our opinion and according to the information and expiations,given to us, there are adequate internal control system commensurate with the size of the Company and nature of its business of finance activities and fixed assets. During the course of our audit we have not observed any failure to correct major weakness in internal control system.

(v) In respect of transactions covered u/s 301 Companies Act, 1956.

(a) In our opinion and according to the information and explanations given to us the transactions made on pursuance of contracts or arrangements that needed to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been so entered. In the register required to be maintained underthat section. In our opinion an according to the information and explanations given to us there are no transactions in pursuance of contracts or arrangements entered in the register maintained u/s 301 the Companies Act, aggregating during the year Rs.5 lakhs (Rupees Five Lakhs Only) or more in respect of any party.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Non-Banking Financial Companies Regulations issued by RBI and the rules framed there under with regard to the Deposits accepted from the public

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

(viii) According to the information given to us the Central Government has not prescribed the maintenance of Cost records under Clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the company.

(ix) In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investors' Educations & Protection Fund, Employees' State Insurance, Cess, Sales Tax, Wealth Tax, and other statutory dues wherever applicable have been generally regularly deposited with the appropriate authorities. And there are no undisputed amounts towards the above statutory dues payable and outstanding for a period of more than 6 months from the date of becoming payable. However the following are the undisputed liability which is not paid as on the date of this audit report in respect of Income Tax U/S. 143(1)

Nature of Liability Asst Year Amount Remarks

Income Tax 2010-11 19,87,342 U/S.143(1)

2011-12 10,99,862 U/S.143(1)

Fringe Benefit Tax 2008-09 4,52,120 Self Assessment

(b) According the information and explanation given to us, following are the disputed statutory dues which have not been deposited on account of the matter being pending before High Court of Madras.

(Rupees in Lakhs)

Assessment Year Demand (Disputed) Amount Paid Balance Demand

1998-99 36.20 32.30 3.90

1999-00 1.85 0.00 1.85

2000-01 31.58 21.34 10.24

2001-02 24.64 22.50 2.14

2002-03 16.64 15.62 1.02

2003-04 15.97 7.00 8.97

(x) To the best of our knowledge and according to the information and explanation given to us, there are no expenses of personal nature charged to the revenue account.

(xi) Being a finance company, the provision of Section 3(1) (O) of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable.

(xii) The company has neither accumulated losses at the end of the year nor incurred cash losses during the current financial year as well as in the immediately preceding financial year.

(xiii) Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(xiv) According to the information and explanations given to us, the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the questions of maintenance of adequate records for this purpose does notarise.

(xv) In our opinion and according to the information and explanations given to us, the company is not a chit fund / nidhi /mutual benefit fund / society. Therefore, the provisions of clause of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xvi) The company does not deal or trade in shares, securities, debentures and other investments.

(xvii) In our opinion and according to the information and explanations given to us, the company has not guaranteed any loans taken by others from banks and financial institutions.

(xviii) In my opinion the term loans obtained by the Company are applied for the purpose for which it is obtained.

(xix) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised in shortterm basis have, prima facie, not been used during the year for long term investment (fixed assets etc.)

(xx) In our opinion and according to information and explanations given to us, 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, during the year.

(xxi) According to the information and explanations given to us and the records examined by us securities have been created in respect of the debentures issued.

(xxii) The company has not raised any money by way of public issue during the year.

(xxiii) 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 has been noticed or reported during the year.

For A. KRISHNAMOORTHY & CO.

FRN.:001489S

CHARTERED ACCOUNTANTS

A.KRISHNAMOORTHY

PROPRIETOR

Membership No.27190

Place : Chennai

Date : May 30,2012


Mar 31, 2010

1 We have audited the attached Balance Sheet of Indo Asian Finance Limited. Chennai as at 31st March, 2010, the Profit & Loss account and the Cash Flow statement of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management Our responsibility is to express an opinion on these financial statements based on our audit

2 We have 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 used and significant estimates made by the Management, as well as evaluating the overall presentation of the financial statements We believe that our audit provides a reasonable basis for our opi

3 As required by the Companies (Auditors Report) Order. 2003. as amended by Amendment Order. 2004 issued by the Central Government 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 & 5 of the said Order

4 Further to our comments in the Annexure referred to in paragraph 3 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, proper books of accounts as required by law have been kepi by the Company so far as appears from our examination of such books

(c) the Balance Sheet Profit and Loss Account and the Cash Flow Statements 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 Statements 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 the written representations received from the directors as on 31*1 March. 2010 and taken on record by the Board of Directors, we report that none of the directors 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 read with significant accounting polices and notes thereon on schedule 17. give the information required by the CompaniesAci. 1956. in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India

(i) In the case of the Balance Sheet of the state of affairs of the company as at 31stMarch. 2010

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

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

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

(i) In respect of its Fixed Assets:

(a)Tne Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets

(b) As explained to us. the fixed assets have been physically verified by the management dunng the year in phased periodical manner which in our opinion is reasonable, having regard to the size of Ihe company and nature of its assets No malenal discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us. tie company has not made any substantial disposals during the year

(ii) In respect of its Inventories:

As the company is a Non-Banking Finance Company, the clauses regarding inventones are not applicable

(iii) In respect of unsecured loans granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act:

(a) The Company has granted loans to parties aggregating to Rs 77.86 lakhs

(b) In our opinion, and according to the information and explanation given to us. the rate of interest and other terms and conditions are not pnma facie prejudicial to the interest of Ihe Company TTiere is no over due amount in respect of loans taken by the Company

(c) In respect of loans given by the company, these are repayable on demand and therefore the question of overdue amounts does not anse.

(iv) h 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 of finance activities and fixed assets. During the course of our audit we have not observed any failure to correct major weakness in internal control system

(v) In respect of transactions covered u/s 301 Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions made on pursuance of contracts or arrangements that needed to be entered into the register maintained u/s 301 of the Companies Act. 1956 have been so entered In the register required to be maintained under that section in our opinion and according to the information and explanations given to us there are no transactions in pursuance of contracts or arrangements entered in the register maintained u/s 301 of the Companies Act. aggregating during the year Rs.5 lakhs (Rupees Five Lakhs Only) or more in respect of any party

(vi) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Non-Banking Financial Companies regulations issued by RBI and the rules framed there under with regard to the deposits accepted from Ihe public

(vil) In our opinion, the company has an adequate internal audit system commensurate with the size and the nature of its business

(viil) According to the information given to us the Central Government has not prescribed the maintenance of Cost records under Clause (d) of sub-section (1) of section 209 of the Companies Act. 1956 in respect of services carried out by the company

(ix) In respect of statutory dues

(a) According to the records of the company, undisputed statutory dues including Provident Fund. Investors Educations & Protection Fund, Employees State Insurance. Cess. Sales Tax. Wealth Tax, and other statutory dues wherever applicable have been generally regularly deposited with the appropnate authorities And there are no undisputed amounts towards the above statutory dues payable and outstanding for a period of more than 6 months from the date of becoming payable However the following are the undisputed liability which is not paid as on the date of this audit report in respect of Income Tax

Nature of Liability Asst Year Amount Remarks

Fringe Benefit Tax 2007-2008 61.150 Self Assessment

(b) According the information and explanation given to us. following are the disputed statutory dues which have not been deposited on account of the matter being pending before various forums as stated below:

(Rupees In lakhs)

Assessment Demand Amount Balance Forum in which pending

Year Paid Demand

1998-99 12.87 5 00 7.87 High Court of Madras

2000-01 20.24 11.66 8.58 High Court of Madras

2001-02 9.64 0 9.64 High Court of Madras

2002-03 6.02 0 6.02 High Court of Madras

2003-04 15.97 7 00 8.97 High Court of Madras

(c ) As a stay has been obtained before the High Court of Madras, by a Trade Association of which the company is a member of the levy of Service Tax on hire purchase transactions, the company is not remitting Service Tax on the aforesaid transactions pending disposal of the wnt petition

(X) To the best of our knowledge and according to the information and explanation given tc us, there are no expenses of personal nature charged to the revenue account.

(xi) Being a finance company, the provision of Section 3(1) (O) of the Sick Industrial Companies (Special Provisions) Act, 1985 are not applicable

xii) The company has neither accumulated losses at the end of the year nor incurred cash losses during the current financial year as well as in the immediately preceding financial year

(xlii) Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted In the repayment of dues to financial institutions, banks and debenture holders.

(xiv) According to the information and explanations given to us. the Company has not given any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence the questions of maintenance of adequate records for this purpose does not arise

(xv) In our opinion and according to the information and explanations given to us, the company is not a chit fund / nidhi /mutual benefit fund society Therefore, the provisions of clause (xjii) of paragraph 4 of the Companies (Auditors Report) Order. 2003 are not applicable to the company

(xvi) The company does not deal or trade in shares, securities, debentures and other investments

(xvil) tn our opinion and according to the information and explanations given to us. the company has not guaranteed any loans taken by others from banks and financial

institubors.

(xviil) In my opinion the term loans obtained by the Company are applied for the purpose lor which it is obtained

(xix) According to the cash flow statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised in short term basis have, prima facie, not been used during the year for long term investment (fixed assets etc.)

(xx) In our opinion and according to information: and explanations given to us, 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, during the year

(xxi) According to the information and explanations given to us and the records examined by us secunties have been created in respect of the debentures issued

(xxii) The company has not raised any money by way of public issue during the year,

(xxiii) Tc the best of our knowledge and belief and according to the information and explanations given to us. no fraud on or by the company has been noticed or reported during the year

For A. KRISHNAMOORTHY & CO.

FRN. Registration No. 0041698

CHARTERED ACCOUNTANTS

Place:Chennai A.KRISHNAMOORTHY

Date: 30th July, 2010 PROPRIETOR

Membership No.27190



 
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