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Auditor Report of Integra Capital Management Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Integra Capital Management Limited. CIN No. U74899DL1990PLC040042 ('the Company'), which comprise the Balance Sheet as at 31st March, 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 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 acordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Secion 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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 material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We 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 hereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether 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 the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financing control relevant to the Company's preparation of the financial statements that give 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 conrols system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31st March 2015, its profit/loss 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 paragraphs 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 purpose of our audit;

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

c) The Balance Sheet , Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements-Refer Note 17 to the financial statements;

ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

iii) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

Annexure to the Auditors' Report

[Referred to in paragraph 1 under 'Report on other Legal and Regulatory Requirements' of our Report of even date to the members of Integra Capital Management Limited on the accounts of the Company for the year ended 31st March 2015].

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

(i) In respect of its fixed assets:

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

(b) As explained to us. All the fixed assets have not been physically verified by the management during the year but there is a regular program of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) In respect of its inventory

(a) As explained to us, the inventories were phsically verified at regular intervals by theManagement.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the naure of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act, 2013:

According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purhase of inventory, fixed assets and for the sale of shares and securities. During the course of our Audit, we have not observed anycontinuing failure to correct major weaknesses in internal control.

(v) In our opinion and according to the information and explanations given to us, the company has not received any public deposits during the year.

(vi) As informed to us, the Company is not required to maintain any cost records under subj section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of thecompany and information and exlplanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Income-tax, Service Tax and other material statutory dues applicable to it, with the appropriate authorities.

(b) According tothe information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears/were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

(viii) The accumulated losses of the company are not more than 50% of its Net worth. However, it has earned profit in the financial year ended on 31st March, 2015.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the informaion and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year;

(xi) The company has not obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge 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 M/s H.K. Dua & Co. Chartered Accountants FRN No. : 000581N

Place : New Delhi Arun Kumar Dua Date : 15/07/2015 (Partner) M. No. : 082623


Mar 31, 2014

We have audited the accompanying financial statements of Integra Capital Management Limited. CIN No. L74899DL1990PLC040042 (''the Company''), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("The Act:) read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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 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 31 st March 2014;

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us].

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 issued by Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013 and referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

Annexure referred to in paragraph 3 of our report to the members of Integra Capital Management Limited CIN No. L74899DL1990PLC040042 for the year ended 31st March, 2014

1) Fixed Assets

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

b. All the assets have not been physically verified by the management during the year but there is a regular program of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discre- pancies were noticed on such verification.

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

2) Inventory

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) Loans

a. The Company has not granted, any loans/deposits to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has not taken any loan from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions on which deposits have been granted to the party listed in the Register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company. There is no stipulation as to interest,

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the najure of its business with regard to purchases of inventories and fixed assets and sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Transactions

a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, no transaction made in under Section 301.

6) The Company has not accepted any deposits from the public. The National Company Law Tribunal has passed no order.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) The Company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service- tax and other statutory dues as are applicable to it.

b) According to the records ot the Company, there are no dues of sales-tax, income-tax, custom duty or excise duty which were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

10) Accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth. However, it has earned Loss in the financial year ended on 31 st March, 2014.

11) Based on our audit procedures 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 institution, bank or debenture holders.

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

13) The Company is neither a chit fund company nor a nidhi company or a mutual benefit company.

14) The Company deals or trades in shares, securities, debentures and other investments. The Company has maintained proper records of the transactions and have made timely entries therein. The shares, securities, debentures and other securities have been held by the Company in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

15) The Company has not given any guarantee for loans taken by others from banks and financial institutions.

16) The Company has not taken any term loans.

17) Based on our examination of the Balance Sheet of the Company as at 31st March, 2014, we are of the opinion that during the year the funds raised on short-term basis have not been used for long-term investments and vice versa.

18) The Company has not made any preferential allotment of shares.

19) The Company has not issued any debentures.

20) The Company has not raised any money by public issues.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For H.K. Dua & Co. Chartered Accountants, C.A. H.K. Dua Partner Place : New Deihi M. No.: 080727 Dated 30th August, 2014 FRN : 000581N


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Integra Capital Management Limited (''the Company1) which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit and Loss and cash flow statement for the year then ended and Notes to Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to error or fraud. 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 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 31 st March 2013;

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

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

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 (''the Order'') issued by the Central Government of India in terms of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on 31 st March 2013, and taken on record by the Board of Directors, none of the director is disqualified as on 31 st 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 paragraph 3 of our report to the members of Integra Capital Management Limited for the year ended 31st March, 2013

1) Fixed Assets

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

All the assets have not been physically verified by the management during the year but there is a regular program of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discre- pancies were noticed on such verification.

c. During the year, the Company, has disposed off part of fixed assets.

2) Inventory

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) Loans

a. The Company has not granted, any loans/deposits to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has not taken any loan from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions on which deposits have been granted to the party listed in the Register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company. There is no stipulation as to interest.

c. The Company have been repaid the principal amount and interest as stipulated.

d. There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the Registers maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Transactions

a) Based on the audit procedures applied by us and according to the information and explanaion provided by the management, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, no transaction made in under Section 301.

6) The Company has not accepted any deposits from the public. The National Company Law Tribunal has passed no order.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) The Company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service- tax and other statutory dues as are applicable to it.

b) According to the records of the Company, there are no dues of sales-tax, income-tax, custom duty or excise duty which were outstanding, as at 31st March, 2013 for a period of more than six months from the date they become payable.

10) Accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth. However, it has earned Loss in the financial year ended on 31 st March, 2013.

11) Based on our audit procedures 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 institution, bank or debenture holders.

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

13) The Company is neither a chit fund company nor a nidhi company or a mutual benefit company.

14) The Company deals or trades in shares, securities, debentures and other investments. The Company has maintained proper records of the transactions and have made timely entries therein. The shares, securities, debentures and other securities have been held by the Company in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

15) The Company has not given any guarantee for loans taken by others from banks and financial institutons.

16) The Company has not taken any term loans.

17) Based on our examination of the Balance Sheet of the Company as at 31 st March, 2013, we are of the opinion that during the year the funds raised on short-term basis have not been used for long-term investments and vice versa.

18) The Company has not made any preferential allotment of shares.

19) The Company has not issued any debentures.

20) The Company has not raised any money by public issues.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.



For H.K. Dua & Co.

Chartered Accountants,





C.A. H.K. Dua

Partner

Place: New Delhi M. No.: 080727

Dated: 31 st August, 2013 FRN : 000581N


Mar 31, 2012

1) We have audited the attached Balance Sheet of Integra Capital Management Limited as at 31st March, 2012 and also statement of the Profit & Loss Account and the Cash Flow Statement 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 conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance 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 the management, as well as evaluating 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 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) 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 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, 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 & 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 representations received from the Board of Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st 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, they 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 affairs of the Company as at 31st March, 2012;

ii) In the case of the Profit and 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 flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report to the member of Integra Capital Management Limited for the year ended 31st March, 2012

1) Fixed Assets

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

b. All the assets have not been physically verified by the management during the year but there is a regular program of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

2) Inventory

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

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) Loans

a. The Company has not granted, any loans/deposits to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has not taken any loan from companies, firms and other parties covered in the Register- maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions on which deposits have been granted to the party listed in the Register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company. There is no stipulation as to interest.

c. The Company have been repaid the principal amount and interest as stipulated.

d. There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the Registers maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Transactions

a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered into the Register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, no transaction made in under Section 301.

6) The Company has not accepted any deposits from the public. The National Company Law Tribunal has passed no order.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) The Company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service- tax and other statutory dues as are applicable to it.

b) According to the records of the Company, there are no dues of sales-tax, income-tax, custom duty or excise duty which were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

10) Accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth. However, it has earned Loss in the financial year ended on 31st March, 2012.

11) Based on our audit procedures 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 institution, bank or debenture holders.

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

13) The company is neither a chit fund company nor a nidhi company or a mutual benefit company.

14) The Company deals or trades in shares, securities, debentures and other investments. The Company has maintained proper records of the transactions and have made timely entries therein. The shares, securities, debentures and other securities have been held by the Company in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

15) The Company has not given any guarantee for loans taken by others from banks and financial institutions.

16) The Company has not taken any term loans.

17) Based on our examination of the Balance Sheet of the Company as at 31 st March, 2012, we are of the opinion that during the year the funds raised on short-term basis have not been used for long-term investments and vice versa.

18) The Company has not made any preferential allotment of shares.

19) The Company has not issued any debentures.

20) The Company has not raised any money by public issues.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

ForH.K. Dua&Co.

Chartered Accountants,

C.A H.K. Dua

Partner

Place : New Delhi M. No.: 080727

Dated :31st August, 2012 FRN : 000581N


Mar 31, 2010

1) We have audited the attached Balance Sheet of Integra Capital Management Limited as at 31st March, 2010 and also the Profit & Loss Account and the Cash Flow Statement 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 conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain resonable assurance 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 signifcant estimates made by the management, as well as evaluating 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) 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 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, 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 & 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 thebasis of written representations received from the Board of Directors, as on 31st 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 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 affairs of the Company as at 31st March, 2010;

ii) In the case of the Profit and 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 flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF INTEGRA CAPITAL MANAGEMENT LIMITED FOR THE YEAR ENDED 31ST MARCH, 2010

1) Fixed Assets

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

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. During the year, the Company, has disposed off some substantial part of fixed assets comprising of Land & uilding amounting to gross value of Rs. 89,99,700/- (Refer Schedule 4 of Fixed Assets). As per the information and explanations given to us by the management, we are of the opinion that the sale of the said asets has not affected the going concern status of the Company.

2) Inventory

a. The inventory has been physically verified during the year by the management: In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) Loans

a. The Company has not granted, any loans/deposits to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has not taken any loan from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

b. In our opinion the rate of interest and other terms and conditions on which deposits have been granted to the party listed in the Register maintained under Section 301 of the Companies Act, 1956. are not, prima facie, prejudicial to the interest of the Company. There is no stipulation as to interest.

c. The Company have been repaid the principal amount and interest as stipulated.

d. There is no overdue amount of loans taken from or granted to companies, firms or other parties listed in the Registers maintained under section 301 of the Companies Act, 1956.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and sale of shares and securities. During the course of our audit, no major weakness has been noticed in the internal controls.

5) Transactions

a) Based on the audit procedures applied by us and according to the information and explanaion provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in respect of the value of Rs. 1,05,84,000/- for sale of fixe assets to the director & a related party duly entered in register maintained under Section 301, the management has informed us that the transactions dealt with are of special nature; and therefore comparative prices are not available.

6) The Company has not accepted any deposits from the public. The National Company Law Tribunal has passed no order.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) The Company is not required to maintain any cost records under clause (d) of sub-section (1) of Section 209 of the Act.

9) Statutory Dues

a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service-tax and other statutory dues as are applicable to it.

b) According to the records of the Company, there are no dues of sales-tax, income-tax, custom duty or excise duty which were outstanding, as at 31st March, 2010 for a period of more than six months from the date they become payable.

10) Accumutated tosses of the Company at the end of the financial year are less than fifty percent of its net worth. However, it has earned profit in the financial year ended on 31st March, 2010.

11) Based on our audit procedures 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 institution, bank or debenture holders.

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

13) The company is neither a chit fund company nor a nidhi corhpnay or a mutual benefit company.

14) The Company deals or trades in shares, securities, debentures and other investments. The Company has maintained proper records of the transactions and have made timely entires therein. The shares, securities, debentures and other securities have been held by the Company in its own name except to the extent of the exemption, if any, granted under Section 49 of the Act.

15) The Company has not given any guarantee for loans taken by others from Banks and financial institutons.

16) The Company has not taken any term loans.

17) Based on our examination of the Balance Sheet of the Company as at 31st March, 2010, we are of the opinion that during the year the funds raised on short-term basis have not been used for long-term investments and vice versa.

18) The Company has not made any preferential allotment of shares.

19) The Company has not issued any debentures.

20) The Company has not raised any money by public issues.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company as been noticed or reported during the course of our audit.

For H.K. Dua & Co. Chartered Accountants,

C.A. H.K. Dua Partner Place : New Delhi M. No.: 080727

Dated : 31st August, 2010 FRN No. : 000581N



 
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