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Auditor Report of Integra Switchgear Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of INTEGRA SWITCHGEAR LIMITED, (Company Limited by Shares) Vadodara as at 31st March 2014, which comprises the Balance Sheet as at March 31,2014, Statement of Profit and Loss for the year ended and 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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditors Responsibility:

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

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

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

Opinion:

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

(a) In the case of the balance Sheet, of the state of affairs of the Company as at March 31,2014

(b) In the case of the Profit and loss Statement of the loss 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 in terms of section 227 (4A) of the Companies Act 1956 are not applicable to the Company.

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 the books of the Company.

(c) The Balance Sheet and the Profit & Loss Statements dealt with by this report are in agreement with the Books of accounts of the Company.

(d) In our opinion, the Profit & Loss Account and Balance Sheet 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 of the Company as on 31st march 2014 and taken on record by the Board of Directors of the Company we report that none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of Clause (g) of Sub Section (1)of Section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes on accounts in Note 14 to 31 annexed to and forming part of accounts give the information required by the Companies Act, 1956 in the manner so required give a true and fair view subject to:

1. Non provision of depreciation on fixed assets for the Company of Rs. 6.41 Lacs read with note no. 16 forming part of the Other notes to Accounts.

I. In the case of Balance sheet, of the state affairs of the Company as at 31 st Mach 2014;

ii In the Case of Profit and Loss account, the Loss of the company for the year ended on that date.

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

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March 2014.

and

2. In the Case of the Profit & Loss Account, of the LOSS for the year ended on that date.

ANNEXURE TO THE AUDITOR''S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH-2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF

INTEGRA SWITCHGEAR LIMITED.

(i) In respect of fixed assets.

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

(b) All the assets have been physically verified by the management during the year and 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) None of the fixed assets have been disposed off during the year.

(ii) In respect of Inventories

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

(iii) In respect of secured or unsecured loans to / from companies, firms or other parties listed under section 301 of the Companies Act, 1956,

The company has not granted or taken any loan, secured or unsecured to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence sub-clauses (iii a) to (iii g) are 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 with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In respect of particulars of contract or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices as available with the Company.

(vi) The Company has not accepted deposit from public and hence directives issued by the Reserve Bank of India and the provision section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable for the year under report.

(vii) We have been informed that the company has not appointed any Internal Auditor for the year under report because the company is incurring losses since last many years.

(Viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the Company hence need no comments.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) The company is regular in depositing the statutory dues as applicable to the company for the year under report.

(b) There are no undisputed statutory dues payable in respect of provident fund, investor education and protection fund, employee state insurance, income tax, sales tax, service tax, wealth tax, customs duty, excise duty and cess, which are outstanding and in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable

(c) There are no dues of sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute. except for Income Tax demand of Rs. 3.01 Lacs for the A. Y. 2006-07 raised under section 143(3) / 147 of the I.T. act, 1961 by the Department & the same demand is contested in Appeal.

(x) The accumulated loss (including non provision of depreciation) at the end of financial year is more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

(xv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loans and hence requirement of reporting regarding application of term loans does not arise.

(xvii) The company has not taken any short term loans and hence requirement of reporting regarding application of short term loans does not arise.

(xviii) According to the 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.

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

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

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

FOR D.C. PARIKH & CO. Chartered Accountants Firm Reg. No. 107537W Sd/-

PLACE : VADODARA (D.C. PARIKH) DATE : 30/05/2014 Partner M. No. 037212


Mar 31, 2013

We have audited the attached Balance Sheet of INTEGRA SWITCHGEAR LIMITED Vadodara as at 31st March 2013, the profit & Loss account and 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.

1. 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 statement are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditor''s report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable to company.

3. Further to our comments in the annexure referred to in paragraph 2 above, we report that :

(a) We have obtained all the information and explanations which, to the best of our knowledge and beliefs, 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 such books of account of the Company.

(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 of the Company.

(d) In our opinion, the Balance Sheet, Profit & Loss Account and cash flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act, 1956 so far as they are applicable to the Company.

(e) On the basis of the written representations received from the Directors of the Company as on 31st March, 2013 and taken on record by the Board of directors of the Company, we report that 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.

(f) In our opinion and to the best of our information and according to the explanation given to us, the balance sheet and profit & loss account read together with the notes thereon and attached thereto given in the prescribed manner, the information required by the Companies Act, 1956 in the manner so required and give a true and fair view subject to :

1. Non-provision of interest on advances for Rs. 12.83 Lacs (Approx) given by the Company read with notes no. 3 of schedule 15 forming part of the accounts.

2. Non Provision of Depreciation on fixed assets for the company of Rs. 6.41 Lacs read with note no. 4 of schedule 14 forming part of the accounts.

The aggregate affect due to above qualification, the Loss of the company is understated by Rs. 6.42 Lacs.

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2013.

ii. In the case of Profit & Loss account, the Loss of the Company for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH-2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF INTEGRA SWITCHGEAR LIMITED.

(i) In respect of fixed assets.

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

(b) All the assets have been physically verified by the management during the year and there is a regular programe 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) None of the fixed assets have been disposed off during the year. (ii) In respect of Inventories

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

(iii) In respect of secured or unsecured loans to / from companies, firms or other parties listed under section 301 of the Companies Act, 1956,

The company has not granted or taken any loan, secured or unsecured to / from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence sub-clauses (iii a) to (iii g) are 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 with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) In respect of particulars of contract or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices as available with the Company.

(vi) The Company has not accepted deposit from public and hence directives issued by the Reserve Bank of India and the provision section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable for the year under report.

(vii) We have been informed that the company has not appointed any Internal Auditor for the year under report because the company is incurring losses since last many years.

(Viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 for the products of the Company hence need no comments.

(ix) According to the information and explanations given to us in respect of statutory and other dues :

(a) The company is regular in depositing the statutory dues as applicable to the company for the year under report.

(b) There are no undisputed statutory dues payable in respect of provident fund, investor education and protection fund, employee state insurance, income tax, sales tax, service tax, wealth tax, customs duty, excise duty and cess, which are outstanding and in arrears, as at 31st March, 2013 for a period of more than six months from the date they become payable

(c) There are no dues of sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated loss (including non provision of depreciation) at the end of financial year is more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

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

(xv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loans and hence requirement of reporting regarding application of term loans does not arise.

(xvii) The company has not taken any short term loans and hence requirement of reporting regarding application of short term loans does not arise.

(xviii) According to the 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.

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

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

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

FOR D.C. PARIKH & CO.

Chartered Accountants

Firm Reg. No. 107537W

Sd/-

PLACE : VADODARA (D.C. PARIKH)

DATE : 30/05/2013 Partner

M. No. 037212


Mar 31, 2010

We have audited the attached Balance Sheet of INTEGRA, SWITCHGEAR LIMITED Vadodara as at 31st March 2010, the profit & loss account and 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.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable to company.

3. Further, to our comments in the annexure referred to in paragraph 2 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and beliefs, 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 Such books of account of the Company.

(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 of the company.

(d) In our opinion, the Balance sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act. 1956 so far as they are applicable to the company.

(e) On the basis of the written representations received from the Directors of the Company as on 31 st March, 2010 and taken on record by the Board of Directors of the Company, 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 explanation given to us, the balance sheet and profit & loss account read together with the notes thereon and attached thereto given in the prescribed manner, the information required by the Companies Act. 1956 in the manner so required and give a true and fair view subject to:

1.Non provision of interest on advances for Rs. 12.83 Lacs (Approx.) given by the company read with notes no. 3 of schedule 14 forming part of the accounts.

2. Non provision of depreciation on fixed assets for the company of Rs. 6.41 Lacs read with note no. 4 of schedule 14 forming part of the accounts. The aggregate effect due to above qualification, the profit of the company is understated by Rs. 6.42 Lacs.

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii. In the case of Profit & Loss account, the Profit of the company for the year ended on that date; and

iii. In the case of cash flow statement, of the cash flows of the company for the year ended on that date. ANNEXURE TO THE AUDITORS' REPORT ANNEXURE REFERRED TO IN PARAGRAPH-2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF INTEGRA SWITCHGEAR LIMITED.

(i) In respect of fixed assets.

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

(b) All the assets have been physically verified by the management during the year and 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) None of the fixed assets have been disposed off during the year.

(ii) In respect of Inventories

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

(iii) In respect of secured or unsecured loans to/from companies, firms, or other parties listed under section 301 of the Companies Act, 1956,

The company has not granted or taken any loan, secured or unsecured to/from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence sub-clauses (iii a) to(iii g) are 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 with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of particulars of contract or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us. the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 have been made at prices which are reasonable having regard to prevailing market prices as available with the Company.

(vi) The company has not accepted deposit from public and hence directives issued by the Reserve Bank of India and the provision section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed thereunder are not applicable for the year under report.

(vii) We have been informed that the company has not appointed any Internal Auditor for the year under report because the company is incurring losses since last many years.

(viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act. 1956 for the products of the Company hence need no comments.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) The company is regular in depositing the statutory dues as applicable to the company for the year under report.

(b) There are no undisputed statutory dues payable in respect of provident fund, investor education and protection fund. employee state insurance, income tax, sales tax, service tax, wealth tax, customs duty, excise duty and cess, which are outstanding and in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) There are no dues of sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated loss (including non provision of depreciation) at the end of financial year is more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause 4

(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

(xv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loans and hence requirement of reporting regarding application of term loans does not arise.

(xvii) The company has not taken any short term loans and hence requirement of reporting regarding application of short term loans does notarise.

(xviii) According to the 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.

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

(xx) The Company has not raised any money by public issues during the year under report.

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

FOR D.C. PARIKH & CO., Chartered Accountants

Firm Reg. No. 107537W

Sd/- (D.C. PARIKH) Partner M. No. 37212

PLACE : VADODARA DATE : 10/08/2010


Mar 31, 2009

We have audited the attached Balance Sheet of INTEGRA, SWITCHGEAR LIMITED Vadodara as at 31st March 2009, the profit & loss account and 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.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 the said order to the extent applicable to company.

3. Further, to our comments in the annexure referred to in paragraph 2 above, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and beliefs, 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 such books of account of the Company.

(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 of the company.

(d) In our opinion, the Balance sheet, Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of Companies Act. 1956 so far as they are applicable to the company.

(e) On the basis of the written representations received from the Directors of the Company as on 31 st March, 2009 and taken on record by the Board of Directors of the Company, we report that none of the Directors is disqualified as on 31 st March - 2009 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 explanation given to us, the balance sheet and profit & loss account read together with the notes thereon and attached thereto given in the prescribed manner, the information required by the Companies Act. 1956 in the manner so required and give a true and fair view subject to:

1. Non provision of interest on advances for Rs. 12.83 Lacs (Approx.) given by the company read with notes no. 3 of schedule 14 forming part of the accounts.

2. Non provision of depreciation on fixed assets for the company of Rs. 6.38 Lacs read with note no. 4 of schedule 14 forming part of the accounts.

The aggregate effect due to above qualification, the profit of the company is understated by Rs. 6.42 Lacs.

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

ii. In the case of Profit & Loss account, the Profit of the company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT ANNEEXURE REFERRED TO IN PARAGRAPH-2 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF INTEGRA SWITCHGEAR LIMITED.

(i) In respect of fixed assets.

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

(b) All the assets have been physically verified by the management during the year and 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) None of the fixed assets have been disposed off during the year. (ii) In respect of Inventories

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

(iii) In respect of secured or unsecured loans to/from companies, firms, or other parties listed under section 301 of the Companies Act, 1956,

The company has not granted or taken any loan, secured or unsecured to/from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 hence sub-clauses (iii a) to(iii g) are 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 with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) In respect of particulars of contract or arrangements referred to in section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act. 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us. the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act. 1956 have been made at prices which are reasonable having regard to prevailing market prices as available with the Company.

(vi) The company has not accepted deposit from public and hence directives issued by the Reserve Bank of India and the provision section 58A and 58AA or any other relevant provisions of the Companies Act 1956 and the rules framed thereunder are not applicable for the year under report.

(vii) We have been informed that the company has not appointed any Internal Auditor for the year under report because the company is incurring losses since last many years.

(viii) The Central Government has not prescribed the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act. 1956 for the products of the Company hence need no comments.

(ix) According to the information and explanations given to us in respect of statutory and other dues:

(a) The company is regular in depositing the statutory dues as applicable to the company for the year under report.

(b) There are no undisputed statutory dues payable in respect of provident fund, investor education and protection fund. employee state insurance, income tax, sales tax, service tax, wealth tax, customs duty, excise duty and cess, which are outstanding and in arrears, as at 31st March, 2009 for a period of more than six months from the date they became payable.

(c) There are no dues of sales tax, income tax, customs duty, service tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The accumulated loss (including non provision of depreciation) at the end of financial year is more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi, mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order., 2003 are not applicable to the company.

(xv) In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loans and hence requirement of reporting regarding application of term loans does not arise.

(xvii) The company has not taken any short term loans and hence requirement of reporting regarding application of short term loans does notarise.

(xviii) According to the 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.

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

(xx) The Company has not raised any money by public issues during the year under report.

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

FOR D.C.PARIKH & CO.,

Chartered Accountants

Sd/- PLACE : VADODARA (D.C. PARIKH)

DATE : 30/06/2009 Proprietor

M. No. 37212

 
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