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Auditor Report of Intellivate Capital Ventures Ltd.

Mar 31, 2023

Intellivate Capital Venture Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Intellivate Capital Venture Limited (‘the Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matter described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed by key audit matter

Revenue recognition

The Company recognised an amount of '' 49.15 lakhs as revenue for the year ended 31 March 2023 from sale of services, as disclosed in Note 20 to the standalone financial statements. Further, refer Note 2.2.1 in the summary of significant accounting policies and other explanatory information.

Revenue of the Company majorly comprises of management consultancy services provided to group companies which is recognized in accordance with the principles of Ind AS 115, ‘Revenue from contracts with customers'' (‘Ind AS'').

Our audit procedures included, but were not limited, to

the following:

• Assessed the appropriateness of the revenue recognition accounting policies of the Company

• Evaluated the design and tested the operating effectiveness of the relevant key controls with respect to revenue recognition including general and specific information technology controls.

• Obtained agreement with customers to evaluate the key terms and conditions

Revenue is also a key performance indicator of the

•

Performed substantive testing on selected samples

Company and is identified as a significant audit risk in

of revenue transactions recorded during the year

accordance with the standards on auditing primarily as

by testing the underlying documents including

there is a risk that revenue is recognised on sale of

contracts, invoices

services before the control is transferred. Accordingly, occurrence of revenue is a key focus area.

•

Traced the collection received through bank statements.

We determined this to be a key audit matter due to significant time and effort involved in assessing the appropriateness of revenue recognition.

•

Obtained balance confirmation for balance receivable as at year end

•

Checked approval of related party transaction by Audit committee and SEBI filings

•

Tested selected samples of revenue transactions recorded before and after the financial year end date to determine whether the revenue has been recognised in the appropriate financial period

•

Evaluated appropriateness and adequacy of disclosures made in the standalone financial statement for revenue recogni

Information other than the Financial Statements and Auditor’s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process. Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matter

15. The financial statements of the Company for the year ended 31 March 2022 were audited by the predecessor auditor, K.J. Shah & Associates, who have expressed an unmodified opinion on those financial statements vide their audit report dated 20 May 2022.

Report on Other Legal and Regulatory Requirements

16. Based on our audit, we report that the Company has not paid or provided for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable.

17. As required by the Companies (Auditor''s Report) Order, 2020 (‘the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

18. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 of the accompanying standalone financial statements;

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 standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure B wherein we have expressed an unmodified opinion; and

g) 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 (as amended), 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 litigation which would impact its financial position as at 31 March 2023;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the best of its knowledge and belief, as

disclosed in Note 33 (h) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 33 (i) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Nitin Toshniwal Partner

Membership No.: 507568 UDIN: 23507568BGYWCE3139

Place: Faridabad Date : 27 May 2023


Mar 31, 2016

To,

The Members of INTELLIVATE CAPITAL VENTURES LIMITED

Report on the Financial Statements

1. We have audited the accompanying financial statements of INTELLIVATE CAPITAL VENTURES LIMITED (“the Company”) which comprise the Balance sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

2. 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 of these financial statements to give a true and fair view of the financial position, financial performance and Cash Flow of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safe guarding of the assets of the company and for preventing and detecting the frauds and other irregularities, selection and application of appropriate accounting police, 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 f statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility Is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of India. Those Standards and pronouncement 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.

6. 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 financial control relevant to the Company''s preparation of the &fair view, 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 Company''s Director''s , as well as evaluating the overall presentation statements.

7. 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

8. 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, 2016, and its profit and its cash flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of subsection (11) of section 143 of the Act( hereinafter referred to as the “Order"), and on the basis of such checks of the books and records of the company as we consider appropriate and according to the information and explanation given to us. We give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act we further 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 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) Rule, 2014 and Accounting Standard 30. Financial instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India to the extent it does not contradict any other Accounting Standard referred to in section 133 of the Act read with Rule 7 of Companies (Accounts) Rules 2014.

e. on the basis of written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, .

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

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements- Refer Note 16.16 to the financial statements.

ii. The company did not have any long term contracts including derivative contracts as at 31st March, 2016 as such the question of commenting for any material force able losses there on does not arise.

iii. There has not been an occasion in case of the company during the year ended 31st March, 2016 under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Referred to in paragraph 9 of the Independent Auditors'' Report of even date to the members of INTELLIVATE CAPITAL VENTURES

LIMITED on the financial statements as of and for the year ended 31st March, 2016.

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

(b) As explained to us ,the Fixed assets have been physically verified by the management during the year at regular intervals and no material discrepancies were noticed on such physical verification. In our opinion the frequency of the verification is reasonable having regard to the size of the company and the nature of its assets.

(c) The company does not own any immovable property; therefore the clause Title deeds of immovable properties are held in the name of the company is not applicable.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 3 of the order is not applicable.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the company has not granted any loans, secured or unsecured to the companies, firms, Limited Liability Partnership and other parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore the provision of the clause 3

(iii), (iii)(a), (iii)(b) and (iii)(c) of the said order are not applicable to the company.

4. The company has not granted any loans or made any Investments or provided any guarantee or security to the parties covered under section 185 and 186. Therefore the provision of the clause 3(iv) of the said order are not applicable to the company.

5. The company has not accepted any deposit from the public within the meaning of section 73, 74, 75 and 76 of the Companies Act, 2013 and rules framed there under to the extent notified.

6. As informed to us, the Central Government has not prescribed maintenance of cost record under sub section (1) of section 148 of the Act.

7 (a) According to the record, information and explanations given to us in respect of statutory dues, the company is generally regular in depositing with appropriate authorities undisputed amount of provident fund, employee state insurance, Income Tax, Sales Tax, Custom duty, Excise duty, Service Tax, CASs, and other statutory dues applicable to it and no undisputed amount payable were outstanding as at 31st March, 2016 for a period of more than Six months from the date they become payable.

(b) According to the information and explanations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/-due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y. 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)-5 Mumbai.

8. According to the records of the company examined by us and the Information and explanation given to us, the company does not have any loans or borrowings from any Financial Institution, bank Government or debenture holders during the year. Accordingly the provisions of Clause 3(viii) of the order is not applicable to the company.

9. The company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and Term Loans. Accordingly the provisions of Clause 3(ix) of the order are not applicable to the company.

10. 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 instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

11. The Company has not paid / provided for Managerial Remuneration therefore provisions of Clause 3(xi) of the order are not applicable to the company.

12. As the company is not a Niche Company and the Niche Rules, 2014 are not applicable to it. The provisions of clause 3(xii) of the order are not applicable to the company.

13. The company has entered into Transaction with related parties in compliance with the provisions of section 177 and 188 of the Act. The details of such related party transaction have been disclosed in the Financial Statement as required under Accounting Standard (AS) 18. Related Party Disclosers specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014.

14. During the year, the Company has not made any preferential allotment or private placement of Shares or fully or partly convertible Debentures during the year under review. Accordingly the provisions of Clause 3(xiv) of the order are not applicable to the company.

15. The Company has not entered into any Non Cash Transaction with its Directors or person connected with him, during the year. Accordingly the provisions of the Clause 3 (xv) of the order are not applicable to the company.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly the provisions of the Clause 3 (xvi) of the order are not applicable to the company.

Referred to in paragraph 10 (f) of the Independent A^^'' Report of even date to the members of INTELLIVATE CAPITAL VENTURES LIMITED on the financial statements as of and for the year ended 31st March, 2016.

Report on the Internal Financial Controls under Clause(i) of Sub-section 3 of Section 143 of the Act.

1. We have audited the internal financial controls over financial reporting of INTELLIVATE CAPITAL VENTURES LIMITED (“The Company”) as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate a tee.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ForJ. B. Dudhela & Co

Chartered Accountants

(FRN : 102777W)

Sd/-

J. B. Dudhela

Place : Mumbai Proprietor

Date: 23rd May, 2016 Memb. No. 035354


Mar 31, 2015

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited (“the Company”) which comprise the balance sheet as at 31 March 2015, the statement of profit and loss, 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 Management and Board of Directors of company are responsible for the matters stated in section 134(5) of the Companies Act 2013 (“the Act”) with repect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and Cash Flow 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safegaurding of the assets of the company and for prevanting and detecting the frauds and other irregularities , selection and application of appropriate accounting policies, making judments and estimates that are reasonable and prudent, and design, implementation and maintenance of 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 fairviewand 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 underthe provisions of the Actand the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specifies 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 material misstatement of the financialstatements,whetherduetofraudorerror.Inmaking those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statement, that give true & 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 accounting policies used and the reasonableness of the accounting estimates made by Company's Management and Board of Director's , 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 statments.

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:

(I) in the case of the Balance Sheet, of the state of affairs of the Company as at31 March 2015

(ii) in the case of the statement of Profit and Loss, of the profit for the year ended on that date

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date Reporton Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (“the Order”), as amended, 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.

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, and 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 applicable Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014.

e. on the basis of written representations received from the directors as on 31 March 2015, and 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 section 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 does not have any pending litigations which would impact its financial postion.

ii. The company did not have any long term contract including derivative contract, as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the company during the year under report to transfer any sums to the Investor Education and Protection Fund . The question of delay in transferring such sums does notarise.

ANNEXURE TO AUDITOR'S REPORT

Referred to our Report of even date on the accounts of Intellivate Capital Ventures Limited for the year ended 31st March, 2015.

On basis of such checks as we considered and appropriate and according to the information and explanation given to us during thecourseof ouraudit we report that:

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

(b) As explained to us,the Fixed Assets have been physically verified by the management at regural interval, as informed to us no material discrepancies were noticed on such physical verification.

(c) Inouropinion,the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 3 of the order is not applicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies,firms and other parties covered in the register maintained under section 189 of the Act. Thus sub clause (a) and (b) are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and nature of its business, for the purchase of Fixed Assets and for Sale of Services. Further , on the basis of our examination of the books and records of the comapany and according to the information and explanation given to us, no major weakness has not been noticed or reported

5. In our opinion and according to the information and explanation given to us the company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act 2013.

6. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 148 (1) (d) of the Act,

7. a) According to the information and explanation given to us, and on the basis of our examination of the records of the company.

The company is regural in depositing the undisputed statutory dues including Investor Education and Protection Fund , Provident Fund, Employees'State Insurance, Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues as applicable, with the appropriate authorities in India.

b) According to the information and explanation given to us, there is no undisputed amount payable in respect of Investor Education and Protection Fund , Provident Fund , Employees' State Insurance , Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty, Excise duty and other material Statutory dues were outstanding, at the year end, for a period of more than 6 months from the date of they became payable.

c) According to the information and explainations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)- 5 Mumbai.

8. According to the information and explanation given to us 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.

9. According to the the records of the company examined by us and as per the information and explanations given to us, the company has not availed any loans from any financial institution or banks and has not issued any debentures.

10. According to to the information and explanation given to us, the Company has not given any guarntees for loans taken by others from a bank or finacial instituion during the year.

11. The Company has not obtained any term loan during the financial year.

12. Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the company has been noticed or repoted during the year, nor have we been informed of such case by the management.

For J. B. Dudhela & Co. Chartered Accountants (Firm Registration No 102777W)

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date : 30,h May 2015 (Membership No. 035354)


Mar 31, 2014

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited ("the Company") which comprise the Balance Sheet as at 31 March 2014, the statement of profit and loss and Cash Flow Statementfor the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibilityforthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position financial performance and Cash Flow 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"). (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13Sepetember issued by the Ministry of Corporate Affairs w.e.f 12 September, 2013)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 fairview 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 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 freefrom 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 contro 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 thattheauditevidence we have obtained is sufficientand 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 accompanying financia statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principlesgenerallyaccepted in India:

(i) inthecaseof the balance sheet, of thestate of affairsof theCompany as at31 March2014

(ii) in the case of the statement of profit and loss, of the profitfor the year ended on thatdate

(iii) in the case of the Cash Flow Statement, of the Cash Flowfor the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor/s Report) Order, 2003 ("the Order"), as amended, issued by the Centra 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 paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, we reportthat:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose of ouraudit;

(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 the Cash Flow Statement dealt with by this Report are in agreementwith the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 Sepetember issued by the Ministry of Corporate Affairs w.e.f. 12 September, 2013)

(e) on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors isdisqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274of the CompaniesAct, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

Referred to our Report of even date on the accounts of Intellivate Capital ventures Ltd. for the year ended 31st March, 2014. In terms of the information and explanation given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

(1) (a) The Company has maintained proper records showing full particulars, including details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(C) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

2. The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is notapplicable.

3. The company has neither granted nor taken any loans, secured or unsecured to/from the companies ,firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) ,(d) (e),(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of inventories and fixed assets and for sale of goods and Services. We have notobserved any majorweakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us the company has notaccepted any deposits from the publicwhich fall within the meaning of the section 58Aand 58 AA of the Company Act,1956 and rules framed there under.

7. According to the information and explainations given to us, there is noformal internal audit system in the company, however in ouropinion the company has adequate internal control system commensurate with the size and nature of its business.

8. As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the CompaniesAct, 1956.

9. According to the information and explanation 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 , Employees '' State Insurance , Income Tax, Wealth Tax, Sales Tax , Service Tax, Custom Duty, Excise duty and other material Statutory dues have generally been deposited on a regular basis during the year by the Company with appropriate authorities. There are no arrears of undisputed statutory dues as at 31st March, 2014 for a period of more than 6 monthsfrom the date they became payable. As explained to us the company did not have any dues on account of Investor Education and Protection Fund.

According to the information and explainations given to us, the dues in respect of Income Tax have not been deposited with appropriate authority on accounts of disputes as under.

Income Tax Demand Rs. 62,370/- due to Disallowance U/s 14A- in respect of Financial Year 2010-11(A.Y. 2011-12). The dispute is pending with Commissioner of Income Tax (Appeals)-5 Mumbai.

10. According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not incurred cash losses in thefinancial year and in the immediately preceding financial year.

11. The Company has not defaulted in repaymentof dues to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases of security byway of pledge of share, debentures and othersecurities.

13. The Company is not a chit fund, nidhifund or mutual benefit fund/ society. Therefore, the provision of clause 4 (xiii)of the Companies (Auditor''s Report) Order, 2003 are notapplicable to the company.

14. In our opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from banks orfinancial institutions during theyear.

16. The Company has not obtained any term loan during the financial year.

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

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained undersection 301 of the Act.

19. No Debentures has been issued by the Company during theyear.

20. The Company has not raised any money by way of public issue during theyear.

21. 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 instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the management.

For J. B. Dudhela&Co Chartered Accountants (Firm Registration No 102777W

Sd/- J. B. Dudhela Place: Mumbai Proprietor Date : May 30, 2014 (Membership No. 035354''


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Intellivate Capital Ventures Limited ("the Company") which comprise the Balance Sheet as at 31 March 2013, 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

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 Flow 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.

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 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 recounting 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 accompanying 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:

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date-

(iii) in the case of the Cash Flow Statement* of the Cash Flow 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"), as amended, 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 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956,

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

Referred to our Report of even date on the accounts of InteUivate Capital ventures Ltd. fgr the year ended 31st March, 2013.

In terms of the information and explanation given to us and the books and records examined by us in the normal course of audi.t and to the best of our knowledge and belief, we state as under:

I, (a) The Company has maintained proper records showing full particulars, including, details of quantity & the situation of its fixed assets.

(b) The Fixed assets has been physically verified by the management during the year in accordance with a phased periodical manner, which in our opinion is reasonable having regard to the size of the company & nature of it''s assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed off substantial part of Fixed Assets, during the year, which will affect the going concern status of the Company.

The Company is engaged in the business of providing Advisory, Consultancy, and Investment Services. Accordingly, it does not hold any Physical inventories. Thus paragraph 4(ii) of the order is not applicable.

The company has not granted/taken any loans, secured or unsecured to/from the companies .firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of Clause 4(ii), (b), (c) and (d)/(f) and (g) of the said order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control procedure commensurate with the size of the company and nature of its business with the regard to purchase of Fixed Assets and for sale of the goods and Services. We have not observed any major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us there are no transaction that needs to be entered in to the register in pursuance to the section 301 of the Company Act, 1956.

(b) In our opinion and according to the information and explanation given to us there are no transaction in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, aggregating during the year to Rupees Five Lakhs or more in respect of any party.

6. In our opinion and according to the information and explanation given to us" the company has not accepted any deposits from the public which fall within the meaning Qf the section 58 A and 58 AA of the Company Act ,1956 and rules framed there under.

In our opinion the company has no internal audftl system commensurate with the size and nature of it business,

As informed to us the maintenance of cost records has not been prescribed by the Central Government U/s 209 (1) (d) of the Companies Act, 1956.

#.. According to the information and explanation given to us and on the basis of our examination of the records of the company, there are no undisputed statutory dues including Provident Fund , Investor Education and Protection Fund, Employees '' State Insurance , Income Tax , Wealth Tax , Sales Tax , Custom Duty. Excise duty and other Statutory dues applicable to it in respect of such statutory dues which have remained outstanding as at 31st March, 2013 for the period more than six months.

10-, According to the information and explanation given to us the company does not have any accumulated losses at the end of the financial Year, and has not inclined cash losses in the financial year and in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues, to a financial institution, banks debenture holders as at Balance Sheet date.

12. The Company has not granted any loans and advances on the bases pf security by way of pledge of share, debentures and other securities.

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

14. In oUr opinion, the company has maintained proper records of transactions and contracts relating to dealing or trading in shares, securities, debentures, and other investments during the year and timely entries have been made therein. Further such Securities have been held by the Company in its own name.

15.. The Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the financial year.

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

18''. The Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Act.

19. No Debentures has, been issued by the Company during the year.

20. The Company has not raised any money by Way of public issue during the year,

21. During the course of our examination of fhe 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 instance of fraud on or by the Company noticed or reported during the year, nor have me been informed of such case by the management.

For J.B.DUDHELA & CO

Chartered Accountants FRN : 102777W

Sd/-

PLACE: Mumbai (J.B.DUDHELA)

DATE: 24/05/2013 Proprietor

Memb. No. 035354


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Indelicate Capital Ventures Limited (“the Company”) as at 31st March, 2012, Statement of Profit & Loss account and 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 conducted our audit in accordance with the auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materials misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimate 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 the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Government of India in terms of section 227(4A) of the Companies Act 1956 (“the Act”),and on the basis of such checks of the books and records of the Company, as we considered appropriate and according to the information and explanations given to us during the course of our audit. We give in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

4. We draw reference to

Note No 2(A) regarding scheme of arrangement U/s 391 to 394 and other applicable provisions of the Companies Act, 1956 for demerger of Advisory Division, Chemical Division and Steel Division of the Company, which is sanctioned and approved by the Hon’ble High Court of judicature at Bombay on 16th December 2011, Accordingly the Assets & Liabilities of divisions of the Advisory, Chemical and Steel are transferred to the resultant companies i.e. Indelicate Capital Advisors Ltd., ICVL Chemicals Ltd. and ICVL Steels LTD. at book values and on a going concern basis, in accordance with Section 2(19AA) of the Income Tax Act, 1961. The effect thereof is given in these financial statements and resultant

difference of Rs.9,35,65,938/- is adjusted against Security Premium account.

5. Further to our comments in the Annexure referred to in paragraph 3 in 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 appear from our examinations of those books;

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

d) In our opinion the Statement of Profit and 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 written representations received by the company from the Directors, taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2012, from being appointed as a Director u/s 274 (1) (g) 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 together with the other notes thereon, 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 Balances Sheet, of the state of affairs as at 31st March, 2012.

(ii) in the case of statement of profit and Loss account, of the Profit of the company for the year ended on that date

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

For J. B. DUDHELA & CO Chartered Accountants FRN : 102777W

Sd/-

Place : Mumbai ( J. B . Dudhela )

Date : 27/08/2012 Proprietor

Mem. No.O 35354

ANNEXURE TO THE AUDITOR'S REPORT

Referred to in paragraph 3 of the Auditor's Report of even date to the members of INTELLIVATE CAPITAL VENTURES LTD on the Financial statements for the year ended March 31, 2012.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) The Company has a regular program of physical verification of its Fixed Assets by which all fixed assets are verified in a phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. As informed, no material discrepancies were noticed on such verification.

(c) During the year, there was no disposal of substantial part of fixed assets.

2. (a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year.

(b) In our opinion and according to the information and explanations given to us. The procedures of physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanation given to us, 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. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly clause (iii)(a),(b),(c),(d),(e),(f) and (g) of the order are not applicable. Advances received/paid in temporary Debit/Credit balances with related parties are not considered to be borrowing/lending.

4. In our opinion and according to the information and explanation 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 fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. (a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and rules framed there under.

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

8 As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956

9. (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and Cess outstanding as at the 31st March, 2012, for a period more than six months from the date they became payable.

10. The Company has no accumulated losses as at 31st March,2012. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to banks and financial institutions during the year.

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 not a chit fund or nidhi/mutual benefit fund/society.

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the year.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised money by public issue during the year.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year, nor have we been informed of such case by the management.

For J. B. DUDHELA & CO.

Chartered Accountants FRN. NO.102777W

Sd/-

J. B. DUDHELA

Proprietor

Place: Mumbai Membership no. 035354

Date : 27/08/2012


Mar 31, 2011

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March, 2011, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on the 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 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 about whether the financial statements are free from any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by the Management as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Govt, of India in terms of Section 227 (4A) of the Companies Act,1956, we enclose in the annexure, a Statement on the matters specified in paragraphs 4 and 5 of the said order.

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 belief were necessary for the purpose of our audit.

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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.

4. In our opinion and according to the information and explanation 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 fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted the deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Act

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

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2011 for a period more than six months.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding as at the 31st March, 2011, for a period more than six months from the date they became payable.

10. The Company has no accumulated losses at the end. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

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 not a chit fund, nidhi or 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.

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the period.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company has received call money of the right issues made in the previous year.

21. According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

For J. B. DUDHELA & CO.

Chartered Accountants

Sd/-

J. B. DUDHELA

Proprietor

Firm Regn. NO.102777W

Membership no. 035354

Place: Mumbai

Date : 27.08.2011


Mar 31, 2010

We have audited the attached Balance Sheet of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) as at 31st March, 2010, and the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on the 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 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 about whether the financial statements are free from any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by the Management as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 as-amended by the Companies (Auditors Report) (Amend ment)Order, 2004 issued by the Central Govt, of India in terms of Section 227 (4A) of the Companies Act,1956, we enclose in the annexure, a Statement on the matters specified in paragraphs 4 and 5 of the said order.

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 belief were necessary for the purpose of our audit.

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in 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 information and explanation given to us, and representation

obtained by the Company and taken on record by the Board of Directors, as on 31 st March, 2010 none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of subsection (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 financial statements read together with notes forming part thereof 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 Balance Sheet, of the state of affairs as at 31st March, 2010;

(ii) In the case of Profit and Loss account, of the profit of the company for the year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 2 of our Auditors Report of even date on the Financial statements for the year ended March 31, 2010 of INTELLIVATE CAPITAL VENTURES LTD (Formerly known as K. B. STEEL LTD) on the basis of such checks as we considered appropriate and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. FIXED ASSETS

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

(b) There are no Fixed Assets held by the company during the year therefore clause (b) and (c) are not applicable.

2. INVENTORIES

The company does not have any inventory and consequently the clause 4{ii) (a) to (c) of the order is not applicable to the company.

3. LOANS

(a) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured, to Companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from Companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation 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 fixed assets and for sale of goods and services. During the course of Audit, we have not observed any major weaknesses in internal controls.

5. RELATED PARTY

(a) On the basis of the Audit procedures performed by us, and according to the information, explanations and representation given to us, we are of the opinion that the particulars of contracts or arrangements in which directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act have been so entered.

(b) In our opinion and according to the information, explanations and representation given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to the market prices prevailing at that time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted the deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Act

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

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government u/s 209(1) (d) of the Companies Act, 1956.

9. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed amounts payable in respect of such statutory dues which have remained outstanding as at 31st March, 2010 for a period more than six months.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs duty, Excise duty and cess outstanding as at the 31 st March, 2010, for a period more than six months from the date they became payable.

10. In our opinion, the accumulated losses of the Company at the end of the year is less than fifty percent of its net worth. The company has not incurred any cash losses during the year under report or in the immediately preceding financial year.

11. The Company has not defaulted in repayments of dues to financial institutions, banks or debenture holders as at the Balance Sheet date.

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

14. In our opinion, the company is dealing in & trading in shares, securities, debentures and other investments. Proper records have been maintained of the transactions & contracts and timely entries have been made there in and shares are held by the company in its own name.

15. I our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not obtained any term loan during the period.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year

19. No debentures have been issued by the Company during the year.

20. The company has not raised money by public issue.But,the company has raised money by right issues during the year.

21. According to the information and explanations given to us and to-the best of our knowledge and belief, no fraud on or by the company, has been noticed or reported by the company during the year.

Looking at the nature of the activity being carried on, at present, by the company and also considering the nature of the matters referred to in the various clauses of the Companies (Auditors Report) Order, 2003 and the Companies (Auditors Report) (Amendment) Order, 2004, clauses (iii) (b), (iii) (c), (iii) (d), (iii) (f), (Hi) (g) of paragraph 4 of the aforesaidorder, are, in our opinion, not applicable to the Company.

For J. B. DUDHELA & CO.

Chartered Accountants

sd/-

J. B. DUDHELA

Proprietor

Membership No. 035354

Place: Mumbai

Date : 15.07.2010

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