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Auditor Report of Malabar Trading Company Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of M/s Malabar Trading Company Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the preparation of these financial statement in terms of the requirements of the Companies Act, 2013 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 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. The Board of Directors of the Company are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements by the Directors of the Company, as aforesaid.

Auditors' Responsibility

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

While conducting the 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.

4. 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 misstatements.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the 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 controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's directors, as well as evaluating the overall presentation of the financial statements.

6. 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.

Opinion

7. 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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

9. As required by Section 143(3) of the Act, we report to the extent applicable, that:

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

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

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

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

e) On the basis of written representations received from the directors as on 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 Section 164(2) of the Act.

Annexure referred to in Paragraph 8 of the Auditors Report for the year ended 31st March 2015 of MALABAR TRADING COMPANY LIMITED as required by the Companies (Auditors Report) Order, 2015 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate, we report that:

1. In Respect of its Fixed Assets:

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

(b) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

2. (a) As explained to us, inventories have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) On the basis of information and explanation given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of examination of records of the inventory, we are of the opinion that the company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stock and book records.

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

4. In our opinion and according to information and explanations given to us there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business with regards to purchase of inventory, fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

5. The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provision of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules made there under are not applicable.

6. We have reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of the cost records under provisions of Section 148(1) of the Companies Act, 2013 and of the opinion that prima facie the prescribed accounts and records have not been applicable to the Company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has been generally regular in depositing undisputed statutory dues including income tax and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax were outstanding, as at 31st march, 2015 for a period of more than six months from the date they become due.

(b) According to the information and explanations given to us, and on the basis of our examination of the books of account, there were no dues of income tax, and other statutory dues, which have not been deposited on account of any dispute.

(c) The Company not required to transfer any amount to the Investor Education and Protection Fund.

8. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and in the preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution

11. According to the information and explanations given to us, the Company has not taken any term loan during the year.

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

For, RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS FRN: 128216W

PLACE: MUMBAI DATE: 20.05.2015 Sd/-

CA RISHI SEKHRI PARTNER M. No.: 126656


Mar 31, 2014

We have audited the accompanying financial statements of M/s Malabar Trading Company Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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") read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 financial statements.

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

Opinion

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

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

b. in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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 subsection (3C) of section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013; and

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 directors is disqualified 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 had not issued any notification as to the rate at which 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 companies.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Malabar Trading Company Limited on the accounts of the company for the year ended 31st March, 2014.

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

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

(b) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

(c) Substantial part of the Fixed Assets has not been disposed off during the year which affects the Going Concern.

2. (a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physically verification are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on verification between inventories and the books records.

3. (a) According to the information and explanations given to us and the record produce to us for our verification, the company has not taken any loan from any companies / firms / parties listed in the register maintained under Section 301 of the Companies Act, 1956, accordingly other points of the said clause is not applicable to the company. However, according to the information and explanations given to us and the record produce to us for our verification, the company has granted loan to its subsidiary company listed in the register maintained under Section 301 of the Company Act, 1956,

(b) In our opinion terms and conditions on which loans have been granted to its subsidiary company, listed in the registers maintained under Section 301 is not, prima facie, prejudicial to the interest of the company.

(c) The parties are regular in reaping of principal amount along with payment of interest, if any.

(d) There is no overdue amount of loans granted to subsidiary company listed in the registers maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there is exists a reasonable internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

5. (a)On the basis of information and explanations given to us and records produced to us for our verification, all the contract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act, have been recorded.

(b) Based on the information and explanations provided by the management to us, all transaction entered under section 301 of the Companies Act, 1956, have been made / executed in pursuance of contract / arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act-1956.Accordingly the said clause of the Order is not applicable to the company.

7. As per Information & explanations given to us and record produce to us, the company has an internal audit system commensurate with its size of the company and the nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Act, hence the said clause of the Order is not applicable to the company.

9. (a)According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us, there are no undisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial year concerned for a period for more than six months from the date they become payable.

(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others Retirement Benefits Clauses are not applicable to the company.

(d) According to the records of the company and as per information and explanations given to us, there are no statutory dues outstanding on account of any dispute.

10 According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by other from banks or financial institutions.

11. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and in the preceding financial year.

12. According to the records of the company and information & explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

13. According to the records of the company and information & explanations given to us the company has not granted loans on the basis of security by way of pledge of shares.

14. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, accordingly the said clause of the Order is not applicable to the company.

15. In our opinion and record produce to us, Company had sold 789000 unquoted equity shares at a total consideration of Rs. 59.18 Lacs of M/s IADFAC Laboratories Private Limited ("ILPL") and 900000 unquoted equity shares at a total consideration of Rs. 360.00 Lacs of M/s Protect Nature Private Limited ("PNPL"). Investments are valued at Cost.

16. According to the records of the company and information & explanations given to us the company has not taken any term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investment and vice versa Except unutilized Preference Equity Share Issue Proceeds which have been temporarily held in short term interest bearing liquid loans.

18. During the year, company had issued 92.40 Lacs Convertible Preferential Allotment at a face value of Rs. 10 /-each with a premium of Rs. 25 each.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is not applicable to the company.

20. According to the information and explanations given to us, during the year covered by our audit report, the Company has not raised any money by public issue.

21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

For, RISHI SEKHRI AND ASSOCIATES CHARTERED ACCOUNTANTS

PLACE: MUMBAI DATE: 30.06.2014 CA RISHI SEKHRI PARTNER M. No.: 126656


Mar 31, 2012

We have audited the attached Balance Sheet of M/S MALABAR TRADING COMPANY LIMITED as at 31st March 2012 and also the Statement of Profit and Loss for the year ended on that date annexed hereto. These Financial Statement are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit:-

1. We conducted our audit in accordance with the Auditing Standards generally accepted in India. The Standards required that we planned and performed the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes, Examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall presentation of the financial statements. We believe that our Audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by the companies (Auditor's Report) Amendment Order 2004 (together the 'Order'), issued by the Central Government in terms of Sub-Section (4A) of the 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

3. 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 purpose of our audit;

ii. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examination of those books of the company ;

iii. The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the company;

iv. In our opinion, the Balance sheet, Statement of Profit & Loss 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. Based on the representation made by the Directors of the company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31st March 2012, Prima Facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956;

vi. In our opinion and to the best of information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India :

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at , 31st March 2012 ; and

(b) in the case of the Statement of Profit & Loss, of the profit of the Company for the year ended on that date.

(c) in the case of the Cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in Para (2) of our report of even date

We report that :-

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

(b) According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

(c) Substantial part of the Fixed Assets has not been disposed off during the year which affects the Going Concern.

2. (a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the management for such physically verification are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on verification between inventories and the books records.

3 (a) According to the information and explanations given to us and the record produce to us for our verification, the company has not taken or granted any loan from / to any Parties/ Firm/Companies listed in the register maintained under Section 301 of the Company Act, 1956. Accordingly Clause No. 3(b), (c),(d), (e), (f) and (g) of the said Order are not applicable te the company.

4. In our opinion and according to the information and explanation given to us, there is exists a reasonable internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

5. (a) On the basis of information and explanations given to us and records produced to us for our verification, all the contract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act, have been recorded.

(b) Based on the information and explanations provided by the management to us, all transaction entered under section 301 of the Companies Act, 1956, have been made / executed in pursuance of contract arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year.

6. As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act-1956.Accordingly the said clause of the Order is not applicable to the company.

7. As per Information & explanations given to us and record produce to us, the company has an internal audit system commensurate with its size of the company and the nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Act, hence the said clause of the Order is not applicable to the company.

9. (a) According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues with the appropriate authorities.

(b) According to the records of the company and information and explanations given to us, there are no undisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial year concerned for a period for more than six months from the date they become payable.

(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others Retirement Benefits Clauses are not applicable to the company.

(d) According to the records of the company and as per information and explanations given to us, there are no statutory dues outstanding on account of any dispute.

10 According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by other from banks or financial institutions.

11. The Company does not have any accumulated losses at the end of the financial year and has not iricurred any cash losses in the current year and in the preceding financial year.

12. According to the records of the company and information & explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

13. According to the records of the company and information & explanations given to us the company has not granted loans on the basis of security by way of pledge of shares.

14. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, Accordingly the said clause of the Order is not applicable to the company.

15. In our opinion and record produce to us, during the year, Company has acquired 789000 unquoted equity shares at a total consideration of Rs. 201.00 Lacs of M/s IADFAC Laboratories Private Limited ("ILPL") (99.87% Holding of "ILPL") and 900000 unquoted equity shares at a total consideration of Rs. 360.00 Lacs of M/s Protect Nature Private Limited ("PNPL") (97.26% Holding of "PNPL"). Pursuant to the said acquisitions, ILPL and PNPL became subsidiaries of the Company. Investments are valued at Cost.

16. According to the records of the company and information & explanations given to us the company

has not taken any term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investment and vice versa. Except unutilized , Preference Equity Share Issue Proceeds which have been temporarily held in short term interest bearing liquid loans.

18. The Company has allotted bonus shares in the ratio of 1:6 to its shareholders by utilizing the amount of security premium. 48,60,000 Equity Shares allotted to parties or companies covered under section 301 of the Act.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is not applicable to the company.

20. According to the information and explanations given to us, during the year covered by our audit report, the Company has not raised any money by public issue.

21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

FOR LKM & CO.

Chartered Accountants

FRN No.126823W

L.K.MALPANI

Proprietor

M No. 106989

PLACE : MUMBAI

DATE : 29.9.2012


Mar 31, 2010

We have audited the attached Balance Sheet of M/S MALABAR TRADING COMPANY LIMITED As at 31st March 2010 and also the Profit and Loss Account for the year ended on that date annexed hereto. These Financial Statement are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit:- 1 We conducted our audit in accordance with the Auditing Standards generally accepted in India. The Standards required that we planned and performed the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes, Examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall presentation of the financial statements. We believe that our Audit provides a reasonable basis for our opinion.

2 As required by the Companies (Auditors Report) Order, 2003 as amended by the companies (Auditors Report) Amendment Order 2004 (together the Order), issued by the Central Government in terms of Sub-Section (4A) of the 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

3 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 purpose of our audit ;

ii. In our opinion, proper books of accounts as required by Law have been kept by the Company so far as appears from our examination of those books of the company ;

iii. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the company;

iv. In our opinion, the Balance sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956.

v. Based on the representation made by the Directors of the company and taken on record by the Board of Directors and the information and explanations given to us, we report that none of the Directors is, as at 31st March 2010, Prima Facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956;

vi. In our opinion and to the best of information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India :

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2010 ; and

(b) in the case of the Profit & Loss Account ,of the profit of the Company for the year ended on that date.

(c) in the case of the Cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS` REPORT Referred to in Para (2) of our report of even date

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

(b)According to the information and explanation given to us and the records produce to us, fixed assets have been physically verified by the management at reasonable intervals and no any material discrepancies were noticed on such verification.

(c)Substantial part of the Fixed Assets has not been disposed off during the year which effect the Going Concern.

2. (a)The Management has conducted physical verification of inventory at reasonable intervals.

(b)In our opinion, the procedure followed by the management for such physically verification are reasonable and adequate in relation to the size of the Company and nature of its business.

(c)The Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on verification between inventories and the books records.

3.(a) According to the information and explanations given to us and the record produce to us for our verification, the company has not taken or granted any loan from / to any Parties/Firm/Companies listed in the register maintained under Section 301 of the Company Act, 1956. Accordingly Clause No. 3(b), (c),(d), (e), (f) and (g) of the said Order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there is exists a reasonable internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

5.(a)On the basis of information and explanations given to us and records produced to us for our verification there are no contract / arrangements, the particulars of which needed to be entered into the register maintained under section 301 of the Act.

(b) Based on the information and explanations provided by the management to us, no transaction have been made / executed in pursuance of contract / arrangements entered in the register maintained under section 301 of the Companies Act 1956 exceeding the value of Rs. 5 lacs in respect of any party during the year.

6.As per Information & Explanations given to us, the company has not accepted any deposits during the year from the public under section 58 of the Companies Act-1956.Accordingly the said clause of the Order is not applicable to the company.

As per Information & explanations given to us and record produce to us, the company has an internal audit system commensurate with its size of the company and the nature of its business.

The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Act, hence the said clause of the Order is not applicable to the company.

(a) According to the records of the company, the company has been regular in depositing undisputed statutory dues of the Income Tax and any other statutory dues with the appropriate authorities

(b) According to the records of the company and information and explanations given to us, there are no undisputed amount payable in respect of Income tax and other Statutory Dues at the last date of the financial year concerned for a period for more than six months from the date they become payable.

(c) The provisions of Employees State Insurance and Employees Provident Fund, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Leave Encashment, Gratuity Act and others Retirement Benefits Clauses are not applicable to the company.

(d) According to the records of the company and as per information and explanations given to us, there are no statutory dues outstanding on account of any dispute.

10 According to the records of the company and information & explanations given to us the company has not given any guarantees for loans taken by other from banks or financial institutions.

11. The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and in the preceding financial year.

12. According to the records of the company and information & explanations given to us the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

13. According to the records of the company and information & explanations given to us the company has not granted loans on the basis of security by way of pledge of shares.

14. According to the records of the company and information & explanations given to us, the company is not a chit fund or nidhi/mutual benefit fund / societies, Accordingly the said clause of the Order is not applicable to the company.

15. In our opinion and record produce to us, the Company does not have any Investments.

16. According to the records of the company and information & explanations given to us the company has not taken any term loan facility from any bank or financial institutions.

17. On the basis of an overall examination of the balance sheet and cash flows of the company and as per the information and explanations given to us, we report that the company has not utilized any fund raised on short term basis for long term investment and vice versa.

18. The Company has not made any preferential allotment of shares to parties or companies covered under section 301 of the Act. Accordingly the said clause of the Order is not applicable to the company.

19. The company has not issued any debentures during the year. Accordingly the said clause of the Order is not applicable to the company.

20. The Company has not raised any money through a public issue during the year. Accordingly the said clause of the Order is not applicable to the company.

21. Based on our audit procedures performed and the information and explanation given to us by the management we report that no fraud on or by the company has been noticed or reported during the year that caused the financial statement to be materially misstated.

FOR LKM & CO. Chartered Accountants

Sd/- L.K.MALPANI Proprietor

Membership No. : 106989 Firm Reg. No. : 126823W

PLACE: MUMBAI DATED: 31.05.2010



 
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