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Auditor Report of Kilburn Office Automation Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) ofthe Act. Those Standards require thatwe 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 ofthe financial statements that give a true and fairview in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and subject to our remarks in paragraph 2 below the consequential effect of which on the net asset position ofthe company as at 31st March, 2015 and the Profit/(Loss) for the year ended on that date is not ascertainable 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:

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

and

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

and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Governmentof India in terms ofsub-section (11) ofsection 143 ofthe Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. We report that:

As indicated in Note No. 2.39, 2.40 and 2.41, we are unable to express an opinion on the recoverability ofLoans and Advances, Deposits & SundryDebtors and the resultantprovision, ifany, thatmayarise there from.

3. The aggregate impact of our observations in paragraph 2 above on the results for the year ended 31st March, 2015 and the net assets position as at that date cannot be readily ascertained.

4. As required by section 143(3) of the Act, we report that:

a. Subject to our remarks in paragraph 2 above and other relevant notes, 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 books of account.

d. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 ofthe Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

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

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 2.29 (b) to the financial statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our report to the members of KILBURN OFFICE AUTOMATION LIMITED forthe yearended on March 31, 2015. In term ofthe information and explanations given to us and books of account examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

1) The company has maintained proper records showing full particulars including quantitative details and situation offixed assets. As explained to us, the physical verification offixed assets as on March 31, 2015was conducted bythe managementduring the year. In ouropinion, the period ofverification is reasonable having regard to the size of the company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification.

2) The management has conducted physical verification in respect of finished goods, stores, spare parts and raw material at reasonable intervals. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification ofstocks as compares to book records.

3) The company has not granted any loans or advances in the nature of loans to parties covered in the register maintained undersection 189 ofthe Companies Act, 2013. Hence, the question of reporting whether the receipt of principal and interest are regular and whether reasonable steps for recovery of over-dues of such loans are taken does not arise.

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 purchases of inventory, fixed assets and with regard to the sale of goods and services.

During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) In our opinion and according to the information and explanations given to us, the company has complied with the provisions ofsection 73, section 76 and other relevant provisions ofthe Companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014 with regard to the deposits accepted from the members and the public. No order has been passed by the National Company Law Tribunal or Company Law Board or any court or any other tribunal with regard to deposits.

6) According to the information and explanations provided by the management, the company is not engaged in production of any such goods or provision of any such services for which the central government has prescribed particulars relating to utilization of material or labour or other items of cost. Hence, the provisions of section 148(1) of the Act do not apply to the company. Hence in our opinion no commenton maintenanceofcostrecords under section 148(1)ofthe Act is required.

7) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including providentfund, employees state insurance, income- tax, sales-tax, wealth tax, custom duty, value added tax, excise duty, cess and otherstatutory dues applicable to it though there is delay in some cases.

According to the information and explanations given, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Value Added Tax, Customs Duty and Excise Duty were outstanding, as at 31st March' 2015 for a period of more than six months from the date they became payable except Income Tax ofRs. 6,09,290/-, Service Tax ofRs. 8,17,740/- and Professional Tax Rs. 52,007/-. According to the records of the company, there are no dues of Sales Tax, Income Tax, Value Added Tax, Customs Duty, Wealth Tax, Excise Duty, Cess which have not been deposited on account of any dispute except:

Name of Nature of Amount Statute Dues In Lakhs)

Income Tax Act Income Tax 275.00 1961

Name of Statute Assessment Forum where Year dispute is pending

Income TAx Act 1961 2005-2006 CIT-Appeals - Kolkata

8) The accumulated losses ofthe company have exceeded fifty percent of its networth as at 31st March 2015. The company has incurred a cash loss of Rs. 2,02,25,127/- in the current financial year and Rs.1,16,24,055 /-in the immediate preceding financial year. In arriving at the accumulated losses and networth as above, we have considered the qualifications which are quantifiable in the audit reports of the years to which these losses pertain.

9) According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March 2015. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debenture does not arise.

10) According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11) According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

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

For Rakesh Sethia & Co. Firm Registration No.327065E Chartered Accountants Rakesh Sethia Place: Kolkata Proprietor Date: 29th May, 2015 Membership No. 063487


Mar 31, 2014

We have audited the accompanying financial statements of KILBURN OFFICE AUTOMATION LIMITED, which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give 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 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 Standard 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, 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 ofthe accounting estimates made by management, as well as evaluating the overall presentation ofthe 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 subject to our remarks in paragraph 2 below the consequential effect of which on the net asset position ofthe company as at 31st March, 2014 and the ProfitZ(Loss) for the year ended on that date is not ascertainable, and to be best of our information 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 accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure

a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. We report that:

a. As indicated in Note No. 2.39 and 2.40, we are unable to express an opinion on the recoverability of Loans and Advances and the resultant provision, if any, that may arise there from.

3. The aggregate impact of our observations in paragraph 2 above on the results for the year ended 31st March, 2014 and the net assets position as at that date cannot be readily ascertained.

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

a. Subject to our remarks in paragraph 2 (a) above and other relevant notes, 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 books of account;

d. in our opinion and Subject to our remarks in paragraph 2 (a) above, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) ofsection 211 ofthe 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 ofthe directors is disqualified as on March 31, 2014, from being appointed as a directors in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid undersection 441A ofthe 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.

ANNEXURE TO AUDITOR''S REPORT

In term of the information and explanations given to us and books of account examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under: -

i) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. These fixed assets were physically verified by the management during the year. We have been informed that no discrepancies were noticed on such physical verification. Substantial parts of fixed assets have been disposed off during the year, but it will not affect its status as going concern.

ii) The Stock of inventory (excluding stocks with third parties and in transit) has been physically verified during the year by the Management at reasonable intervals. In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate to the size of the company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stock as compared to book records were not material. In respect of inventory lying with third parties, these have substantially been confirmed by them and those in transit have been verified by the management with reference to subsequent receipt and/or relevant documents.

iii) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register required to be maintained under section 301 of the Companies Act, 1956. Hence question of reporting whether the terms and conditions of such loans are prejudicial to the interest of the company, whether reasonable steps for recovery of over dues of such loans are taken does not arise.

The company had taken unsecured loan form "9" parties covered in the register required to be maintained u/s 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,484.67 Lacs. In our opinion, the rate of interest and other terms and conditions of loan taken by the company from companies, firms or other parties listed in the register required to be maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. The company is regular in the payment of interest. There is no specific stipulations which regard to repayment of loans.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v) As per information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into a register required to be maintained in pursuance of section 301 of the Act have been so entered. In our opinion, each of these contracts or arrangements made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the company.

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

viii) We have broadly reviewed the books of accounts maintained by the Company in respect of its product as prescribed by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. However, we have not carried out a detailed examination of accounts and records.

ix) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues with respect to provident fund, income-tax, sales-tax, employees'' state insurance and service tax dues as applicable with the appropriate authorities though there is delay in some cases. However, the company is regular in depositing other statutory dues including investors'' education and protection fund, wealth tax, customs duty, excise duty and other material statutory dues, as applicable. According to the information and explanations given to us, no undisputed amounts, payable in respect of Provident Fund, income tax, wealth tax, sales tax, service tax, customs duty and excise duty were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable, except Income Tax of Rs. 6,09,290/-, ESIC of Rs. 1,92,253/-, Service Tax of Rs. 52,82,128/-, Profession Tax of Rs. 52,007/-, Central Sales Tax (CST) of Rs. 7,758/- & VAT of Rs. 23,36,200/-.

According to the information and explanations given to us and the records of the company examined by us, there are no dues on account of sales tax, income tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of dispute except:

Name of Nature of Amount Assessment Forum where Statute Dues (Rs. In Lakhs) Year dispute is pending

Income Tax Act'' Income Tax 275.00 2005-2006 CIT - Appeals 1961 - Kolkata

x) The accumulated losses of the company are more than 50% of its net worth. The company has incurred cash losses ofRs. 1,16,24,055/- in the financial year under report and ofRs. 8,79,71,390/- in the immediately preceding financial year. In arriving at the accumulated losses and net worth as above, we have considered all qualifications which are quantifiable in the audit reports ofthe years to which these losses.

xi) According to the records of the company examined by us and on the basis of the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The company has not issued any debentures.

xii) As informed to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company. Therefore, the provisions of this clause of the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) Amendment Order, 2004 are not applicable to the company.

xiv) The company is not dealing in shares, securities, debentures and other investments.

xv) 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.

xvi) The company has not taken any term loans. Hence, comments under the clause are not called for.

xvii) According to the information and explanation given to us, we report that no funds raised on short-term basis have been used for long term investment by the company and vice versa.

xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 ofthe Act.

xix) The company has not issued any debenture.

xx) The company has not raised any money by public issues during the period covered by our audit report.

xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations 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 we been informed of such case by the management.

For Rakesh Sethia & Co. Firm Registration No.327065E Chartered Accountants CA RAKESH SETHIA Place: Kolkata Proprietor Date: 29th May, 2014 Membership No. 063487


Mar 31, 2013

Report of the Financial Statements

We have audited the accompanying financial statements of KILBURN OFFICE AUTOMATION LIMITED, which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give 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 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 Standard 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 accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and subject to our remarks in paragraph 2 below the consequential effect of which on the net asset position of the company as at 31st March, 2013 and the ProfitZ(Loss) for the year ended on that date is not ascertainable, and to be best of our information 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 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, 2013;

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

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

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

2. We report that:

a. As indicated in Note No. 1 (b), Service Income, Interest Income & Interest Expenses are accounted for on cash basis. However the consequential effect on the results for the year and net assets position of the company as at the year-end has not been ascertained.

b. As indicated in Note No. 2.39 and 2.40, we are unable to express an opinion on the recoverability of Loans and Advances and the resultant provision, if any, that may arise there from.

3. The aggregate impact of our observations in paragraph 2 above on the results for the year ended 31st March, 2013 and the net assets position as at that date cannot be readily ascertained.

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

a. Subject to our remarks in paragraph 2 (a) and (b) above and other relevant notes, 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, subject to our remarks in paragraph 2 (a) above, 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 books of account;

d. in our opinion and Subject to our remarks in paragraph 2 (a) and (b) above, 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 Companies Act, 1956;

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

ANNEXURE TO AUDITOR''S REPORT

In term of the information and explanations given to us and books of account examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under: -

i) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. These fixed assets were physically verified by the management during the year. We have been informed that no discrepancies were noticed on such physical verification. Substantial parts of fixed assets have not been disposed off during the year, which will affect its status as going concern.

ii) The Stock of inventory (excluding stocks with third parties and in transit) has been physically verified during the year by the Management at reasonable intervals. In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate to the size of the company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stock as compared to book records were not material. In respect of inventory lying with third parties, these have substantially been confirmed by them and those in transit have been verified by the management with reference to subsequent receipt and/or relevant documents.

iii) The company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register required to be maintained under section 301 of the Companies Act, 1956. Hence question of reporting whether the terms and conditions of such loans are prejudicial to the interest of the company, whether reasonable steps for recovery of over dues of such loans are taken does not arise.

The company had taken unsecured loan from "5" parties covered in the register required to be maintained u/s 301 of the Companies Act, 1956. The maximum amount involved during the year was '' 1,392.77 Lacs. In our opinion, the rate of interest and other terms and conditions of loan taken by the company from companies, firms or other parties listed in the register required to be maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company. The company is regular in the payment of interest. There is no specific stipulations which regard to repayment of loans.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

v) As per information and explanations given to us, we are of the opinion that the contracts or arrangements that need to be entered into a register required to be maintained in pursuance of section 301 of the Act have been so entered. In our opinion, each of these contracts or arrangements made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the company.

vii) In our opinion, the company has an internal audit system commensurate with the size and natoTe of its business.

viii) We have broadly reviewed the books of accounts maintained by the Company in respect of its product as prescribed by the Central Government for maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. However, we have not carried out a detailed examination of accounts and records.

ix) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues with respect to provident fund, income-tax, sales-tax, employees'' state insurance and service tax dues as applicable with the appropriate authorities though there is delay in some cases. However, the company is regular in depositing other statutory dues including investors'' education and protection fund, wealth tax, customs duty, excise duty and other material statutory dues, as applicable.

According to the information and explanations given to us, no undisputed amounts, payable in respect of Provident Fund, income tax, wealth tax, sales tax, service tax, customs duty and excise duty were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable, except Income Tax of Rs. 6,09,290/-, ESIC of Rs. 7,537/-, Service Tax of Rs.26,36,458/-, Profession Tax of Rs.10,373/-, Centrai Sales Tax (CST) of Rs. 16,79,005/- & VAT of Rs.63,41,338/-.

According to the information and explanations given to us and the records of the company examined by us, there are no dues on account of sales tax, income tax, wealth tax, service tax, customs4 duty, excise duty and cess which have not been deposited on account of dispute except :

Name of Nature of Amount Assessment Forum where Statute Dues (T In Lakhs) Year dispute is pending

Income Tax Act'' Income Tax 275.00 2005-2006 CIT-Appeals 1961 -Kolkata

x) The accumulated losses of the company are more than 50% of its net worth. The company has incurred cash losses of Rs. 8,79,71,390/- in the financial year under report and of Rs. 1,25,81,487/- in the immediately preceding financial year. In arriving at the accumulated losses and net worth as above, we have considered all qualifications which are quantifiable in the audit reports of the years to which these losses pertain except qualification made in para 2(a) under "Report on other Legal and Regulatory Requirements" of Auditor''s Report.

xi) According to the records of the company examined by us and on the basis of the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. The company has not issued any debentures.

xii) As informed to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other similar securities.

xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company. Therefore, the provisions of this clause of the Companies (Auditor''s Report) Order 2003, as amended by the Companies (Auditor''s Report) Amendment Order, 2004 are not applicable to the company.

xiv) The company is not dealing in shares, securities, debentures and other investments

xv) 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.

xvi) The company has not taken any term loans. Hence, comments under the clause are not called for.

xvii) According to the information and explanation given to us, we report that no funds raised on short- term basis have been used for long term investment by the company and vice versa.

xviii) 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.

xix) The company has not issued any debenture.

xx) The company has not raised any money by public issues during the period covered by our audit report.

xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations 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 we been informed of such case by the management.



For Rakesh Sethia & Co.

Firm Registration No.327065E

Chartered Accountants

CA RAKESH SETHIA

Place: Kolkata Proprietor

Date: 30th May, 2013 Membership No. 063487


Mar 31, 2010

1. We have audited the attached Balance Sheet of Kilburn Office Automation Ltd as at 31st March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (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, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. We report that

a) As indicated in Note No.2 of Schedule XVI, service income and interest costs and income are accounted for on cash basis. However the consequential effect on the results for the year and net assets position of the company as at the year end has not been ascertained.

b) As indicated in Note No.13 (a) on Schedule XVI,we are unable to express an opinion on the recoverability of Loans and Advances and the resultant provision, if any, that may arise there from.

c) As indicated in Note No.15 on Schedule XVI past deferred tax assets have been recognised in the books on the basis of business plans and projected future profitability of the company.

5. The aggregate impact of our observations in paragraph 4 above on the results for the year ended 31st March, 2010 and the net assets position as at that date cannot be readily ascertained.

6. Further to our comments above we report that:

a) Subject to our remarks in paragraph 4 (a) to (c) above and other relevant notes given in Schedule XVI, we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, subject to our remarks in paragraph 4(a) above, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report, subject to our remarks in paragraph 4(a) to (c) above, 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, 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 Act;

f) In our opinion and to the best of our information and according to the explanations given to us and subject to our remarks in paragraph 4(a) above, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, subject to our remarks in paragraph 4 above the consequential effect of which on the net asset position of the company as at 31st March, 2010 and the profit for the year ended on that date is not ascertainable, the said financial statements give a true & fair view in conformity with the accounting principles generally accepted in India:

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

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

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





ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of Kilburn Office Automation Limited on the financial statements for the year ended 31st March, 2010]

1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation

of fixed assets.

(b) The fixed assets are physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets.

(c) In our opinion and according to the information and explanations given to us substantial part of fixed assets has not been disposed of by the company during the year and such disposals has, in our opinion, not affected the going concern status of the Company.

2. (a) The inventory (excluding stocks with third parties and in transit) has been physically verified by the

management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and those in transit have been verified by the management with reference to subsequent receipt and /or relevant documents. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. (a) 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. Therefore the provisions of the clauses 4(iii) (b), (c), and (d) of the Order, 2004 are not applicable to the company.

(b) The company has taken unsecured loans from three companies covered in the register maintained under Section 301 of the Act aggregating to Rs. 3,22,00,000. The maximum amount involved during the year and the year-end balance of loans from such parties aggregate to Rs.3,90,27,722 and Rs.2,45,77,322 respectively.

(c) The rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

(d) Both the principal and interest are repayable on demand hence we are not in a position to comment on the regularity of its payments.

4. 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 for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or

arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. (b) In the absence of readily available market price, we are unable to ascertain the reasonableness of the price involved in respect of the transactions exceeding the value of Rupees five lakhs during the year for sale of services to a company made in pursuance of a contract entered into the register maintained under Section 301 of the Act.

6. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order under the aforesaid sections has been passed by the Company Law Board on the company.

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

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub- section (1) of Section 209 of the Act for any of the products of the company.

9. (a) According to the information and explanations given to us and the records of the company examined by us,

in our opinion, the company is generally regular in depositing the undisputed statutory dues with respect to provident fund, employees state insurance, income-tax, sales-tax, and service tax dues as applicable with the appropriate authorities though there are delay in some cases. However, the company is regular in depositing other statutory dues including investors education and protection fund, wealth tax, customs duty, excise duty and other material statutory dues, as applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employee State Insurance, income tax, wealth tax, sales tax, service tax, customs duty and excise duty were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the company examined by us, there are no dues on account of sales tax, income tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of dispute.

10. The accumulated losses of the Company as at 31st March, 2010 are not more than 50% of its net worth. The Company has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the company. Therefore, the provisions of this clause of the Companies (Auditors Report) Order 2003, as amended by the Companies (Auditors Report) Amendment Order, 2004 are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

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 loans.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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 during the year.

19. The company has not issued any debentures during the year and no debentures are outstanding at the end of the year.

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

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 explanations 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 we been informed of such case by the management.

For PATNI & CO.

Chartered Accountants

D. K. PATNI

Place: Kolkata (Partner)

Date: 28th May, 2010 Membership No. 56283





 
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