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Auditor Report of Mallcom (India) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Mallcom (India) Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 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 other explanatory 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 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 responsible 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 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 standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial 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 standalone financial statements.

Basis for Qualified Opinion

No provision has been made for Leave Benefits to employees in accordance with Accounting Standard 15. The impact of the same is unascertainable on the profit and corresponding liabilities for the year.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements subject to our comments stated in basis for qualified opinion paragraph the impact of which is currently unascertainable, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profit and its cash flows for the year ended on that date.

Other Matters

The company has not disclosed the composition of Defined Benefit Obligations, Fair Value of Planned Assets, Actuarial assumptions used etc. for Gratuity as required by Accounting Standard-15, Employee Benefits. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit except for the information stated in 'Other Matters' paragraph.

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

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except for Accounting Standard -15 regarding making provision for Leave Benefits in accordance with the said Accounting Standard.

(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 of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of Section 164(2) of the Act.

(f) 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 impact of pending litigations on the financial position of the company has been disclosed in its financial statements as referred to in Note 31 to the Financial Statements.

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

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(REFERRED TO IN OUR REPORT OF EVEN DATE TO THE MEMBERS OF MALLCOM (INDIA) LIMITED

AS AT AND FOR THE YEAR ENDED MARCH 31, 2015)

(i) a) The Company has maintained records of Fixed

Assets showing full particulars including quantitative details and situation thereof.

b) The Fixed Assets of the company have been physically verified by the management during the year at reasonable intervals and no material discrepancies have been noticed on such verification.

(ii) a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

c) The Company is maintaining proper records of inventory. As informed, the discrepancies noticed on such physical verification have been properly dealt within the accounts.

(iii) a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly paragraph 3 (iii) (a) and (b) of the order is not applicable.

(iv) 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 and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the underlying internal controls.

(v) The Company has not accepted any deposits from the public. Accordingly, paragraph 3 (v) of the Order is not applicable

(vi) We have broadly reviewed the cost records maintained by the applicable units of the company prescribed under section 148(1) of Companies Act 2013 and are of the opinion that, prima facie, the prescribed accounts and records have been maintained. We, however, have not made a detailed examination of such records with a view to determine whether they are accurate or complete.

(vii) a) As explained to us, the statutory dues payable by the Company comprises provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax/ value added tax, wealth-tax, service tax, excise duty, customs duty and cess. According to the records of the Company and information and explanations given to us, the Company has generally been regular in depositing the aforesaid undisputed statutory dues with the appropriate authorities. No undisputed amounts payable in respect of aforesaid statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

b) According According to the records of the Company and the information and explanation given to us, there are no dues outstanding in respect of income tax, sales tax, wealth tax, service tax, excise duty and cess on account of any dispute except for the following:

Name of Statute Nature of Dues Amount Rs. Forum where dispute is pending

The West Bengal Sales Tax 6,98,000 WBST Appellate Sales Tax & Revisional Act,1994 Board, Commercial Taxes, Kolkata

The West Bengal VAT 73,08,000 WB VAT Appeal Sales Tax Commercial Act,1994 Taxes, Kolkata

Income Tax Act Income Tax demand 179,57,840 CIT (Appeal)

c) There was no amount which was required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The Company has no accumulated losses at the end of the financial year. It has not incurred cash losses in the current financial year as well as in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to the bank.

(x) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions. In our opinion and according to the information and explanations given to us , the terms and conditions of these guarantees are prima-facie not prejudicial to the interest of the company.

(xi) The term loan taken by the company has been applied for the purpose for which it was obtained.

(xii) Based upon the audit procedures performed, information and explanations given, and records and documents produced to us 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 the year ended 31st March 2015.

For Doshi, Chatterjee, Bagri & Co. Chartered Accountants Firm's Registration No: 325197E Mridula Jhunjhunwala Kolkata Partner Date: 30th May, 2015 Membership No.56856












Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Mallcom (India) Limited ("the Company"), which comprise of Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15 / 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 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. 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 Balance Sheet, of the state of affairs of the Company as at March 31,2014;

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

(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. 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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; except (AS)-15, Accounting for Retirement Benefit, which the company is yet to introduce.

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.

Levy and Collection of cess on turnover or gross receipts

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.

(Referred to paragraph 3)

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

b) All Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of its fixed assets during the year, which could affect the going concern status of the Company.

2. a) The Inventory of the Company except for materials in transit and lying with third parties have been physically verified by the Management during the year. In our opinion, considering the nature and location of the stock, the frequency of physical verification is reasonable.

b) According to the information and explanations given to us, the procedure of the physical verification of inventories followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories by the Management as compared to book records were not material and these have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted unsecured loans to companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The company has taken unsecured loans from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

a) The Company has taken loan from three parties covered in the aforesaid register. The amount involved (i.e. maximum amount outstanding) during the year was Rs 11.95 Crores. Outstanding balance at the year end was Rs. 10.98 Crores.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us and having regard to certain purchases and sales of special nature where comparative quotations etc. are not available, the internal control procedure for the purchase of inventory and fixed assets and for the sale of goods, are commensurate with the size of the Company and nature of its business. During the course of our audit we have not observed any continuing failure in the internal control procedures.

5. According to the information and explanations provided by the management, we are of the opinion that during the year there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Having regard to the same, sub clause (a) and (b) of clause V of the order as aforesaid is not applicable.

6. According to the information and explanations given to us, the company has not accepted any deposit from public. Hence, the provisions of Section 58A and 58AA of the Companies Act, 1956, Companies (Acceptance of Deposit) Rules, 1975 and directives issued by Reserve Bank of India in this respect, are not applicable.

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

8. According to the information and explanations given to us and on the basis of records produced before us, We are of the view that prima facie the cost records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of units where it is applicable is maintained by the Company. However we are not required to and have not carried out any detailed examination of such accounts and records.

9. a) According to information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31st March 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us by the Management, the details of disputed dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess, if any, are given as under:

Name of Statute Nature of Dues Disputed Amount Forum where dispute is pending (Rs. in Lakhs)

The West Bengal Sales Sales Tax demand 6.98 WBST Appellate & Revisional Board, Tax Act,1994 on local sales Commercial Taxes, Kolkata

The West Bengal Sales VAT 73.08 WB VAT Appeal Commercial Tax Act,1994 Taxes, Kolkata

Income Tax Act, 1961 Income Tax demand 119.50 CIT (Appeal)

10. The Company does not have any accumulated losses as at the end of the year and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion 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, if any, to financial institutions, banks or debenture holders.

12. According to the information and explanations given and based on documents and records produced to us, 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 Company is not a chit fund/ nidhi /mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. The Company is not in the business of trading or dealing in shares. The Company has maintained proper records of transactions and contracts in respect of investing in shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the company in its' own name.

15. The Company has given guarantees for loans taken by others from banks. In our opinion and according to the information and explanations given to us the terms and conditions of these guarantees are prima-facie not prejudicial to the interest of the company.

16. According to the information and explanations given to us the company has not borrowed any amount as Term Loan during the year accordingly, question of whether utilized of the purpose it was meant doesn't arise.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used long term investment. Further, no long term funds have been borrowed by the company hence question of its' utilization for short term purpose doesn't arise.

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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued any debenture or bond hence paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised monies by public issues during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company neither have we been informed of such cases by the management.

For Jain Seth & Co.

Chartered Accountants

CA B. K. Agrawal

Partner

Dated: 30th May, 2014 Reg. No. 002096W

Place: Kolkata Membership No.53700


Mar 31, 2013

We have audited the accompanying financial statements of Mallcom (India) Limited ("the Company"), which comprise of Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the 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 Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

(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. 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

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; except (AS)-15, Accounting for Retirement Benefit, which the company is yet to introduce.

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 director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Levy and Collection of cess on turnover or gross receipts

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 THE AUDITOR'S REPORT

(Referred to paragraph 3)

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

b) All Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of its fixed assets during the year, which could affect the going concern status of the Company.

2. a) The Inventory of the Company except for materials in transit and lying with third parties have been physically verified by the Management during the year. In our opinion, considering the nature and location of the stock, the frequency of physical verification is reasonable.

b) According to the information and explanations given to us, the procedure of the physical verification of inventories followed by the Management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories by the Management as compared to book records were not material and these have been properly dealt with in the books of account.

3. According to the information and explanations given to us, the Company has not granted unsecured loans to companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The company has taken unsecured loans from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

a) The Company has taken loan from three parties covered in the aforesaid register. The amount involved (i.e. maximum amount outstanding) during the year was Rs 3.48 Crores. Outstanding balance at the year end was Rs. 2.08 Crores.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us and having regard to certain purchases and sales of special nature where comparative quotations etc. are not available, the internal control procedure for the purchase of inventory and fixed assets and for the sale of goods, are commensurate with the size of the Company and nature of its business. During the course of our audit we have not observed any continuing failure in the internal control procedures.

5. According to the information and explanations provided by the management, we are of the opinion that during the year there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Having regard to the same, sub clause (a) and (b) of clause V of the order as aforesaid is not applicable.

6. According to the information and explanations given to us, the company has not accepted any deposit from public. Hence, the provisions of Section 58A and 58AA of the Companies Act, 1956, Companies (Acceptance of Deposit) Rules, 1975 and directives issued by Reserve Bank of India in this respect, are not applicable.

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

8. According to the information and explanations given to us and on the basis of records produced before us, We are of the view that prima facie the cost records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of units where it is applicable is maintained by the Company. However we are not required to and have not carried out any detailed examination of such accounts and records.

9. a) According to information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us by the Management, the details of disputed dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess, if any, are given as under:

Name of Statute Nature of Dues Disputed Forum where dispute (Rs. in Lacs) Amount is pending

The West Bengal Sales Sales Tax 118.13 WBST Appellate & Tax Act,1994 demand on local Revisional Board, sales Commercial Taxes, Kolkata

10. The Company does not have any accumulated losses as at the end of the year and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion 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, if any, to financial institutions, banks or debenture holders.

12. According to the information and explanations given and based on documents and records produced to us, 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 Company is not a chit fund/nidhi/mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. The Company is not in the business of trading or dealing in shares. The Company has maintained proper records of transactions and contracts in respect of investing in shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the company in it's own name.

15. The Company has given guarantees for loans taken by others from banks. In our opinion and according to the information and explanations given to us the terms and conditions of these guarantees are prima-facie not prejudicial to the interest of the company.

16. According to the information and explanations given to us the company has not borrowed any amount as Term Loan during the year accordingly, question of whether utilized of the purpose it was meant doesn't arise.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used long term investment. Further, no long term funds have been borrowed by the company hence question of it's utilization for short term purpose doesn't arise.

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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued any debenture or bond hence paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised monies by public issues during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company neither have we been informed of such cases by the management.

For Jain Seth & Co. Chartered Accountants CA B. K. Agrawal Partner

Dated: 22nd June, 2013 Reg. No. 002096W Place: Kolkata Membership No.53700






Mar 31, 2012

We have audited the attached Balance Sheet of Mallcom (India) Ltd as on 31st March, 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of such 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 as submitted to us;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section 3(C) of Section 211 of the Companies Act, 1956; except (AS)-15. Accounting for Retirement Benefit, which the company is yet to introduce.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes as given in Schedule 19 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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 THE AUDITOR'S REPORT (Referred to paragraph 3)

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

b) All Fixed Assets have not been physically verified by the management during the year but there is a regular program of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

c) The Company has not disposed off substantial part of its fixed assets during the year, which could affect the going concern status of the Company.

2. a) According to the information and explanations given to us, the procedure of the physical verification of inventories followed by the Management is reasonable and adequate in relation to the size of the Company and nature of its business.

b) On the basis of our examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventories. The discrepancies noticed on verification of inventories by the Management as compared to book records were not material and these have been properly dealt with in the books of account.

c) The inventory of the Company except for materials in transit and lying with third parties have been physically verified by the Management during the year at reasonable intervals,

3. According to the information and explanations given to us, the Company has not granted unsecured loans to companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The company has taken unsecured loans from companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

a) The Company has taken loan from three parties covered in the aforesaid register. The amount involved (i.e. maximum amount outstanding) during the year was Rs 3.15 Crores. Outstanding balance at the year end was Rs. 1.82 Crores.

b) According to the information and explanations given to us, the rate of interest and other terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

4. In our opinion and according to the explanations given to us and having regard to certain purchases and sales of special nature where comparative quotations etc. are not available, the internal control procedure for the purchase of inventory and fixed assets and for the sale of goods, are commensurate with the size of the Company and nature of its business. During the course of our audit we have not observed any major weaknesses in the internal control.

5. According to the information and explanations provided by the management, we are of the opinion that during the year there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Having regard to the same, clause 4(v)(b) of the order as aforesaid is not applicable.

6. According to the information and explanations given to us, the company has not accepted any deposit from public. Hence, the provisions of Section 58A and 58AA of the Companies Act, 1956, Companies (Acceptance of Deposit) Rules, 1975 and directives issued by Reserve Bank of India in this respect, are not applicable.

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

8. According to the information and explanations given to us and on the basis of records produced before us, We are of the view that prima facie the cost records prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 in respect of units where it is applicable is maintained by the Company. However we are not required to and have not carried out any detailed examination of such accounts and records.

9. a) According to information and explanations given to us,

the company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities during the year applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues as aforesaid were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us by the Management, the details of disputed dues of income tax, wealth tax, sales tax, custom duty, excise duty and cess, if any, are given as under:

Name of Statute Nature of Dues Disputed Forum where Amount dispute is pending (Rs. in Lakh)

The West Bengal Sales Tax 73.08 WBST Appellate & Sales Revisional demand Commercial Taxes, Board on local sales Kolkata Tax Act,1994

10. The Company does not have any accumulated losses as at the end of the year and the Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. In our opinion 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, if any, to financial institutions, banks or debenture holders.

12. According to the information and explanations given and based on documents and records produced to us, 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 Company is a manufacturing company and therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. The Company is not in the business of trading or dealing in Shares. The Company has maintained proper records of transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. Further such securities have been held by the company in it's own name.

15. The Company has given guarantees for loans taken by others from banks. In our opinion and according to the information and explanations given to us the terms and conditions of these guarantees are prima-facie not prejudicial to the interest of the company.

16. According to the information and explanations given to us the company has not borrowed any amount as Term Loan during the year accordingly, question of whether utilized of the purpose it was meant doesn't arise.

17. In our opinion and according to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used long term investment. Further, no long term funds have been borrowed by the company hence question of it's utilization for short term purpose doesn't arise.

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 Companies Act, 1956, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

19. The Company has not issued any debenture or bond hence paragraph 4 (xix) of the Order is not applicable.

20. The Company has not raised monies by public issues during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company neither have we been informed of such cases by the management.

For Jain Seth & Co. Chartered Accountants CA. B. K. Agrawal Partner

Date: May 30, 2012 Reg. No. 002069W Place: Kolkata (Membership No.53700)



 
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