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Auditor Report of Kama Holdings Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of KAMA HOLDINGS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial control system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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

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

5. Report on Other Legal and Regulatory Requirements

5.1 As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable to the Company.

5.2 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, the Statement of Profit and Loss, the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of written representations received from the Directors as on March 31,2015, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013;

f) The company has adequate internal financial control system in place and the operating effectiveness of such controls;

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to explanation given to us:-

i) The company has disclosed the impact of possible pending litigation on its financial position in its financial statements Refer Para B Note 1 (1.1) of annexure to the financial statements.

ii) The company did not have any long-term contracts including derivative contracts of whatever nature.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company as on 31st March, 2015.

Annexure to the Independent Auditor's Report on the financial statements of KAMA Holdings Limited for the year ended 31.03.2015

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

I. Fixed Assets

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

(b) The Company has disposed of the fixed assets during the year and hence the physical verification is of no significance.

II. Inventories

The Company does not have inventory, hence clause (a),(b),(c) of item II of Companies (Auditors Report) Order 2015 are not applicable.

III. Transactions with parties covered under section 189 of the Act The company has granted interest free unsecured loan to the following wholly owned subsidiary companies covered in the register maintained under section 189 of the Act.

(Rs. In lakhs)

Name of Outstanding Loan given Refund the Party balance during the received as on year during 01.04.2014 the year

KAMA Realty (Delhi) Limited 1,740.00 1,503.00 2,630.00

SRF Transnational Holdings Limited - 4,664.00 529.09

Shri Educare Limited 891.00 - 891.00

Total 2,631.00 6,167.00 4,050.09

Name of Outstanding the Party Balance as on 31.03.2015

KAMA Realty (Delhi) Limited 613.00

SRF Transnational Holdings Limited 4,134.91

Shri Educare Limited -

Total 4,747.91

(a) The loan is repayable on demand and the same have been repaid wherever demanded.

(b) There is no overdue amount of principal and interest as at the year end.

IV. Internal Control System

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for earning of income on the enterprise resources. There were no purchases of fixed assets during the year. During the course of our audit, no major weakness has been noticed in the aforesaid internal control system.

V. The Company has not accepted any deposits during the year which are covered under the directives issued by the Reserve Bank of India or under the provisions of section73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable.

VI. The requirements of maintenance of Cost Records under section 148(1) of the Companies Act, 2013 is not applicable to the company.

VII. Statutory Dues& Requirements

(a) According to the books and records examined by us and the information and explanation given to us, the company has generally been regular in depositing undisputed statutory dues including provident fund, employee state insurance, income tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues to the extent applicable, with the appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Works Contract Tax, Cess and other material statutory dues in arrears as at 31st March 2015 wherever applicable for a period of more than six months from the date they become payable.

(b) The details of disputed dues of Income Tax, which have not been deposited as on 31st March, 2015 are given below:-

Nature of where dispute is Nature Period of Amount Statute Forum pending of dues Dispute (Rs. In lakhs)

Income High Court Income 2003-04 5.57

Tax Laws Supreme Court Tax 2007-08 37.43 Income Tax

Appellate Tribunal 2003-10 186.68 (ITAT)

Commissioner 2010-11 5.82 (Appeals)

Total 235.50

(c) As per records of the company, information & explanation given, no amount is required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

VIII) The Company has no accumulated losses at the end of the financial year covered by our audit. The Company has neither incurred any cash losses during the financial year covered by our audit nor in the immediately preceding financial year.

IX) Since the Company has not taken any loan from the financial institution, Banks or debenture holders hence the default in repayment of dues does not arise.

X) According to the records of the company, information and explanations given to us, the Company has given guarantee for loans and interest thereon taken by KAMA Realty (Delhi) Limited (wholly - owned subsidiary) amounting to Rs. 2573.19 lakhs (Previous Year Rs. 2,086.83 lakhs), both inclusive of interest.

XI) The Company has not taken any term loans during the year.

XII) Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the Company has been noticed or reported during the period under audit.

For Thakur, VaidyanathAiyar& Co. Chartered Accountants FRN: 000038N

(V. Rajaraman) Partner M. No. : 02705 Place : New Delhi Date : 30.05.2015


Mar 31, 2014

We have audited the accompanying fnancial statements of KAMA Holdings Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Proft and Loss for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position and fnancial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 12th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentations of the fnancial statements that gives 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 fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing aissued 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements. We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014 and

b) in the case of the Statement of Proft and Loss, of the proft for the year ended on that date;

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, in terms of sub-section (4A) of section 227 of the Act, we have given a statement in the Annexure on the matters specifed in paragraphs 4 and 5 of that 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 and Statement of Proft and Loss, dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Statement of Proft and Loss, 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 March 31, 2014, and taken on record by the Board of Directors, none of the diretors is disqualifed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notifcation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The company is not carrying on the business of chit fund, nidhi, or mutual fund, or dealing or trading in shares / securities, hence the clauses applicable to these businesses have not been considered below.

Fixed Assets

1. a. The company has maintained proper record showing full particulars including quantitative details and situation of its fxed assets.

b. The company has a regular program of verifying all the assets over a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of the assets.

Transactions with parties u/s 301 of the Companies Act, 1956

2. The company has granted an interest free unsecured loans of Rs. 15.39 lakhs (Net) (1543.00 lakhs granted during the year of which Rs. 1527.61 lakhs has been refunded) to KAMA Realty (Delhi) Ltd. and Shri Educare Ltd., it''s wholly owned subsidiaries, covered in the register maintained under Section 301 of the Act.

3. The company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the register maintained under section 301 of the Act.

Loans, Advances and Guarantees

4. The company has not taken loans from banks and others.

5. The company has not issued any debenture.

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

7. The company has stood guarantee for loans taken by its wholly owned subsidiary, KAMA Realty (Delhi) Ltd., during the year, from banks or fnancial institution, the terms & conditions of which are not prejudicial to the interest of the company.

Internal Control

8. a. According to Internal Audit Report and the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business.

b. There are no continuing failures to correct matters in respect of lack of adequacy of internal controls brought to notice.

9. The company has an adequate internal audit system commensurate with its size and nature of its business.

Fixed Deposit

10. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58 AA or any other relevant provisions of the Companies Act 1956 The Companies (Acceptance of Deposits) Rules, 1975 and directives issued by Reserve Bank of India with regard to the deposits accepted from the public.

Statutory Dues

11. a. According to the records of the company, undisputed dues including provident fund, Investors Education and Protection fund, employees'' state insurance, income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues, as applicable to the company, have generally been regularly deposited with the concerned authorities.

OTHERS

12. The company has no accumulated losses at the end of the fnancial year. The company has neither incurred cash losses in the current fnancial year nor in the immediately preceding fnancial year.

13. The company has not issued any fresh share capital and hence the question of neither the preferential allotment nor the end use thereof arises.

14. No fraud on or by the company has been noticed or reported during the year.



By Order of the Board

for KAMA Holdings Limited

Sd/-

Place: New Delhi Rajat Lakhanpal

Date: May 27, 2014 Whole Time Director &

Company Secretary


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of KAMA Holdings Ltd. which comprise the Balance Sheet as at 31st March 2013 and also 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that 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 and 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 of error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

As required by the Companies (Auditor''s Report) order 2003, issued by the Central Government of India in term of Sub-Section (4A) of Section 227 of the Companies Act, 1956 we annex here to a statement on the matters specified in paragraph 4 and 5 of the said order.

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013

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

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

Report on other Legal and Regulatory Requirements

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 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 Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the act;

e. On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Company''s Act,1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in the main Auditors'' Report of even date:

The company is not carrying on the business of chit fund, nidhi, or mutual fund, or dealing or trading in shares / securities, hence the clauses applicable to these businesses have not been considered below.

Fixed Assets

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

b. The company has a regular program of verifying all the assets over a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of the assets.

Transactions with parties u/s 301 of the Companies Act, 1956

2. The company has granted an interest free unsecured loans of Rs. 2,615.61 lakhs(Net) (3,831.50 lakhs granted during the year of which Rs. 1,215.89 lakhs has been refunded) to Kama Realty (Delhi) Ltd. and Shri Educare Ltd., it''s wholly owned subsidiaries, covered in the register maintained under section 301 of the Act.

3. The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

Loans, Advances and Guarantees

4. The company has not taken loans from banks and others.

5. The company has not issued any debenture.

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

7. The company has stood guarantee for loans taken by its wholly owned subsidiaries, KAMA Realty (Delhi) Ltd. and Shri Educare Ltd.* during the year, from banks or financial institution. The terms & conditions of which are not prejudicial to the interest of the company.

*Shri Educare Ltd. has duly refunded its loan to bank during the year itself.

Internal Control

8. a. According to Internal Audit Report and the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business.

b. There are no continuing failures to correct matters in respect of lack of adequacy of internal controls brought to notice.

9. The company has an adequate internal audit system commensurate with its size and nature of its business.

Fixed Deposit

10. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58 AA or any other relevant provisions of the Companies Act 1956 The Companies (Acceptance of Deposits) Rules, 1975 and directives issued by Reserve Bank of India with regard to the deposits accepted from the public.

Statutory Dues

11. a. According to the records of the company, undisputed dues including provident fund, Investors Education and Protection fund, employees'' state insurance, income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues have generally been regularly deposited with the concerned authorities

b. Details of dues of disputed income tax after adjusting refunds due is given below:

Name of Forum Nature of Period of Amount Statute where case dues dispute (in Rs. is pending Lacs)

Income Tax ITAT Income Tax A.Y. 2003-04 10.40 Act, 1961

Income Tax HC Income Tax A.Y. 2003-04 5.57 Act, 1961

Income Tax ITAT Income Tax A.Y. 2005-06 68.83 Act, 1961

Income Tax SC Income Tax A.Y. 2007-08 37.43 Act, 1961

Income Tax CIT(A) Income Tax A.Y. 2009-10 186.64 Act, 1961

TOTAL 308.87

OTHERS

12. The company has no accumulated losses at the end of the financial year. The company has neither incurred cash losses in the current financial year nor in the immediately preceding financial year.

13. The company has not issued any fresh share capital and hence the question of neither the preferential allotment nor the end use thereof arises.

14. No fraud on or by the company has been noticed or reported during the year.

For Thakur, Vaidyanath Aiyar &Co.

Chartered Accountants

Reg. No. 000038N

(V. RAJARAMAN)

Place: New Delhi Partner

Date: May 30, 2013 M. No.: 2705


Mar 31, 2012

We have audited the accompanying financial statements of KAMA Holdings Ltd. which comprise the Balance Sheet as at March 31, 2012 and also 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that 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 and audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

As required by the Companies (Auditor's Report) order 2003, issued by the Central Government of India in term of Sub-Section (4A) of Section 227 of the Companies Act, 1956 we annex here to a statement on the matters specified in paragraph 4 and 5 of the said order.

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012

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

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

Report on other Legal and Regulatory Requirements

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 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 Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the act;

e. On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Company's Act,1956;

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in the main Auditors' Report of even date:

The company is not carrying on the business of chit fund, nidhi, or mutual fund, or dealing or trading in shares / securities, hence the clauses applicable to these businesses have not been considered below.

Fixed Assets

1. a. The company has maintained proper record showing full

particulars including quantitative details and situation of its fixed assets. However, in respect of office equipment record in terms of values are only kept.

b. The company has a regular program of verifying all the assets over a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of the assists.

Transactions with parties u/s 301 of the Companies Act, 1956

2. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

3. The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. There are no contracts or arrangements that were required to be entered into the register in pursuance of section 301 of the Act.

Loans, Advances and Guarantees

5. a. The company has taken loans from banks and others. The

terms and conditions on which these have been taken are not prima facie prejudicial to the interest of the company.

b. The payment of principal and interest are regular in respect of all such loans taken.

In view of what is stated in (a) & (b) above, there are no overdue

amounts.

6. The company has not issued any debenture.

7. The company has granted loans and advances on the basis of security by way of pledge of shares for which adequate documents and proper records have been maintained.

8. The company has stood guarantee for loans taken by its wholly owned subsidiary, KAMA Realty (Delhi) Ltd., from banks or financial institutions

9. The term loans taken by the company have been applied for the purpose for which they were obtained.

10. The funds raised on short-term basis from banks have not been used for long-term investment and vice versa.

Internal Control

11. a. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business,

b. There are no continuing failures to correct matters in respect of lack of adequacy of internal controls brought to notice.

12. The company has an adequate internal audit system commensurate with its size and nature of its business.

Fixed Deposit

13. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58 AA or any other relevant provisions of the Companies Act, 1956, The Companies (Acceptance of Deposits) Rules, 1975 and directives issued by Reserve Bank of India with regard to the deposits accepted from the public.

Statutory Dues

14. a. According to the records of the company, undisputed dues

including provident fund, Investors Education and Protection fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other statutory dues have generally been regularly deposited with the concerned authorities.

b. Details of dues of disputed income tax after adjusting refunds due is given below:

Name of Forum Nature of Period of Amount Statute where case dues dispute (in Rs. Lacs) is pending

Income Tax CIT Income AY 2009-10 186.64

Act, 1961 (Appeals) Tax

TOTAL 186.64

Others

15. The company has no accumulated losses at the end of the financial year. The company has neither incurred cash losses in the current financial year nor in the immediately preceding financial year.

16. The company has not issued any fresh share capital and hence the question of neither the preferential allotment nor the end use thereof arises.

17. No fraud on or by the company has been noticed or reported during the year.

For Thakur, Vaidyanath Aiyar & Co.

Chartered Accountants

Reg. No. 000038N

Sd/-

V Rajaraman

Place: Gurgaon Partner

Date: May 30, 2012 M. No.: 2705


Mar 31, 2010

We have audited the attached balance sheet of KAMA Holdings Ltd., as at 31st March 2010, and also the profit and loss account and the cash flow statement for the year ended on that date annexed thereto.

Responsibilities of Management

These financial statements are the responsibility of the companys management.

Responsibility of auditors

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

Basis of opinion

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 of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

Opinion

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that:

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

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

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the balance sheet, profit and loss account and cash flow 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;

(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) We understand that pursuant to repayment of all public deposits, the company intends to apply for exemption from registration u/s 45-IA of the Reserve Bank of India Act, 1934.

(vii) 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 accounting policies and notes thereon give the information required by the Companies Act, 1956, in the manner so required give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2010;

(b) in the case of the profit and loss account, of the profit for the year ended on that date; and

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

The Annexure referred to in the main Auditors Report of even date: The company is not carrying on the business of chit fund, nidhi, or mutual benefit, or dealing or trading in shares/securities, hence the clauses applicable to these businesses have not been considered below.

Fixed Assets

1. a. The company has maintained proper record

showing full particulars including quantitative details and situation of its fixed assets. However in respect of office equipment record in terms of values are only kept.

b. The company has a regular program of verifying all the assets over a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of the assets.

Transactions with parties u/s 301 of the Companies Act, 1956

2. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act.

3. The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act.

4. There are no contracts or arrangements that were required to be entered into the register in pursuance of section 301 of the Act.

Loans, Advances and Guarantees

5. a. The company has taken loans from banks and others. The terms and conditions on which these have been taken are not prima facie prejudicial to the interest of the company.

b. The payment of principal and interest are regular in respect of all such loans taken.

In view of what is stated in (a) & (b) above, there are no overdue amounts.

6. The company has not issued any debenture.

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

8. The company has stood guarantee for loans taken by SRF Polymers Investments Ltd, its wholly owned subsidiary, from banks or financial institutions.

9. The term loans taken by the company have been applied for the purpose for which they were obtained.

10. The funds raised on short-term basis from the banks have not been used for long-term investment and vice-versa.

Internal Control

11. a. In our opinion and according to the information

and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business.

b. There are no continuing failures to correct matters in respect of lack of adequacy of internal controls brought to notice.

12. The company has an adequate internal audit system commensurate with its size and nature of its business.

Fixed Deposit

13. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 58A and 58 AA or any other relevant provisions of the Companies Act 1956, the Companies (Acceptance of Deposits) Rules, 1975 and directives issued by Reserve Bank of India with regard to the deposits accepted from the public.

Statutory Dues

14. a. According to the records of the company, undisputed

dues including provident fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues have generally been regularly deposited with the concerned authorities.

b. Details of dues of disputed income tax after adjusting refunds due is given below:

Name of Forum Nature Period of Amount

Statute where of dues dispute (in Rs.

case is Lacs)

pending

Income ITAT Income AY 2006-07 14.70

Tax Act, Tax

1961

Income CIT Income AY 2007-08 65.92

Tax Act, (Appeals) Tax

1961

Total 80.62

OTHERS

15. The company has no accumulated losses at the end of the financial year. The company has neither incurred cash losses in the current financial year nor in the immediately preceding financial year.

16. The company has not issued any fresh share capital and hence the question of neither the preferential allotment nor the end use thereof arises.

17. No fraud on or by the company has been noticed or reported during the year.

For THAKUR, VAIDYANATH AIYAR & CO.

Chartered Accountants

Reg. No. 000038N

Place: New Delhi V. Rajaraman

Dated: 27th May, 2010 Partner

M.No.2705



 
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