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Auditor Report of Marsons Ltd.

Jun 30, 2015

We have audited the accompanying financial statements of MARSONS LIMITED ('the Company'), which comprise the balance sheet as at 30th June 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

- 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 and presentation 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 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 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 there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial 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 to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 30th June 2015 and its profit and its 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 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 the paragraph 3 and 4 of the Order, to the extent applicable.

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, subject to i)Confirmations not available in respect in respect of balance in sundry debtors, in respect of certain unsecured loan creditors, of major parties and outstanding in trade payable, ii) Inventory stock sheet taken as certified by the management and iii)Market value of quoted share held as investments not stated and as such the extent of diminution in value of investment not ascertained and not reportable/ accounted though the market value of 4250000 equity shares of Advance Powerinfra Tech Limited, as per quoted rate of 30.06.2015 being Rs,. 2.37 per share on the basis of which market value being Rs,. 100.73 lacs only, as against cost of Rs,. 976.21 lacs, thereby prima facie the diminution being Rs,. 875.48 lacs not considered and on account of ambiguity the overall impact of all these observations on the profits if any could not be reported as not ascertainable;

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

(e) on the basis of the written representations received from the directors as on 30th June 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 30th June 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

( Referred to in paragraph 5 under " Report on Other Legal and Regulatory" section of the Independent Auditors' Report to the members of MARSONS LIMITED on the financial statements for the year ended on 30th June 2015, we report that:

(i) In respect of Fixed Assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification, in our opinion, provides for the physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(ii) In respect of Inventory:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(d) The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

(iii) In respect of Unsecured Loan:

The Company has not granted any loans, secured or unsecured to companies, firms or other parties cover in the register maintained under section 189 of the Companies Act, 2013.

(iv) Internal Controls

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 and services. We have neither come across nor we have been informed of any continuing failure to correct major weakness in the internal control.

(v) Acceptance of Deposits

The Company has not accepted any deposit from the public within the meaning of section 73 to section 76 of the act and the rules made there under during the period under audit.

(vi) Costing Records

We have broadly reviewed the cost records maintained by the company under the maintenance of cost records rules specified by the Central Government under sub section (1) of section 148 of the Act, as we are of the opinion that, prime facie, the prescribed cost records have been made and maintained.

(vii) Statutory Dues

a) The Company is regular in depositing undisputed statutory dues including provident fund, employees' statement insurance, income tax, sales tax, service tax, duty of customs, duty of excise and any other statutory dues with appropriate authorities.

b) According to the information and explanation given to us and as per the records of the Company examined by us, the details of income tax, sales tax and duty of excise etc. no court deposited on account of dispute are as under:

Nature of Amount Name of the Statute Dues Period to (Rs. In which it Lakhs) relates Forum where dispute is pending

A.Y. - 2008-09 394.28 Appeal Level

A.Y. - 2009-10 228.33 Appeal Level

Income Tax Act, Income Tax A.Y. - 2010-11 4.57 Appeal Level 1961

A.Y. - 2011-12 911.04 Appeal Level

A.Y. - 2012-13 77.27 Appeal Level

Central Excise Act, 1944 F.Y. - 2011-12 1131.44 High Court

Excise Duty F.Y. - 2012-13 1.19 Appeal Level

F.Y. 2005-06 62.61 Appeal Level

F.Y. 2006-07 67.49 Appeal Level

F.Y. 2007-08 Appeal Level

West Bengal Value F.Y. 2008-09 118.85 Appeal Level Added Tax Rules, VAT 2005 F.Y. 2009-10 279.01 Appeal Level

F.Y. 2010-11 445.75 Appeal Level

F.Y. 2011-12 34.57 Appeal Level

F.Y. 2005-06 63.50 Appeal Level

F.Y. 2006-07 151.69 Appeal Level

F.Y. 2007-08 Appeal Level

Central Sales Tax F.Y. 2008-09 94.58 Appeal Level (West Bengal) Rules, CST 1958 F.Y. 2009-10 234.46 Appeal Level

F.Y. 2010-11 396.98 Appeal Level

F.Y. 2011-12 6.68 Appeal Level

(viii) Cash Losses

The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in this financial year and in the immediately preceding financial year.

(ix) Default in Repayment

In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to bank. The Company has not issued any debenture.

x) Application for term loan

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

xi) Fraud

During the course of our examination of the books of the Company carried out in accordance with the generally accepted auditing practice in India, and according to the information and explanations given to us we have neither come across to any material fraud on or by the Company nor we are informed of any such cases by the management.

96/1B, Garpar Road for K. M. Roy

Kolkata – 700 009 Chartered Accountant

Membership number: 053720

Dated the 29th day of August, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Marsons Limited which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss Account and the Cash Flow Statement for the period from 1st July, 2013 to 31st March, 2014, and a summary of significant accounting policies and others 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 notified under 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.

Auditors'' 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 our 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, we considered 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 Company''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 in 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, subject to matters as referred to in the report on other legal and regulatory requirements hereinafter:

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

b) in the case of the Statement of Profit and Loss, of the profit for the period from 1st July, 2013 to 31st March, 2014; and

c) in the case of the Cash Flow Statement, of the cash flows for the the period from 1st July, 2013 to 31st March, 2014;

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give 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 purposes of our audit, subject to i) confirmations not available in respect of balances in sundry debtors, in respect of certain unsecured loan creditors, of major parties and outstanding in trade payables as well as of certain advances given and lying unadjusted; ii) sales tax account with credit balance of R. 26.35 lacs yet to be reconciled; iii) inventory stock sheets being not made available and taken as certified by the management and iv) market value of quoted shares held as investments not stated and such the extent of diminution in value of investments not ascertained and not reportable/ accounted though the market value of 4250000 equity shares of Advance Powerinfra Tech Ltd. as per quoted rate of 31.03.2014 being R 2.54 per share on the basis of which market value being R 107.95 lacs only, as against cost of R 976.21 lacs, thereby prima facie the diminution being R 868.26 lacs not considered and on account of ambiguity the overall impact of all these observations on the profits if any could not be reported as not ascertainable;

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 subject to observations given in para (a) above;.

c) The Balance Sheet and the Statement of Profit & Loss 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 notified under 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 subject to provision for gratuity for the year not made amount unascertainable;

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

Annexure

1. a) The Company is yet to update proper record showing full particulars including quantitative details and location of the Fixed Assets.

b) We are informed that there is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year.

c) The Company has not disposed off substantial part of fixed assets during the year.

2. a) Inventories have been physically verified during the year by the management as per information and explanations available, through such sheets were not made available for our verification.

b) The procedures of physical verification of stocks followed by the management appear to be adequate in relation to the size of the Company and the nature of its business, subject to observation in para (a)

c) The Company is maintaining proper records of inventory, subject to as reported above. The discrepancies noticed on verification between the physical stocks and book records are stated to be not material and have been properly dealt with in the books of account.

3. a) The Company has not taken loans from any parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

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 with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness was noticed in the internal control system.

5 a) According to the information and explanations given to us, contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 In respect of deposits accepted deposit from the public, the provisions of Section 58A and 58AA of the Co''s Act and the rules framed there under have been complied with.

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

8 On the basis of record produced, We are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 have been maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such accounts and records.

9 a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, cess and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March, 2014. For a period of more than six months from the date they became payable.

b) According to the records of the Company, the following dues are not deposited on account of disputes pending under Income Tax Act barring other forums for which no information has been received:

Name of the Nature of Amount (R Year to which Forum where Status dues in Lacs) amount relates dispute is pending

Income Tax Income Tax 394.28 2007-08 Appeal Level Act

386.69 2009-10 Appeal Level

911.04 2010-11 Appeal Level

TOTAL 1692.01



10 The Company has not incurred cash loss in the current year and in the immediately preceding financial year and there are no accumulated losses in the balance sheet as on 31st March, 2014.

11 Based on the information and explanations given to us, the Company has not defaulted during the year in repayment of dues to any financial institutions or banks except for some dues with the bank.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations received, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16. According to the information and explanations received, the term loans were applied for the purpose for which the loans were obtained.

17. Based on our examination of the records and according to the information and explanations received, the Company has not applied short term borrowings for long term use.

18. The company has not issued or allotted any preference shares during the year.

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

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

21. As per the information and explanation given to us, no fraud on or by the Company has been noticed during the year.

P-21/22, Radhabazar Street For K. K. Jain & Co. Kolkata – 700 001 Chartered Accountants Reg. No.302022E

(CA. P.K. Jain) Dated the 30th day of May, 2014 Partner – M. No.: 52018


Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Marsons Limited which comprise the Balance Sheet as at 30th June, 2013, the Statement of Profit & Loss Account and the Cash Flow Statement for the year ended on that date, and a summary of significant accounting policies and others 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.

Auditors'' 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 require that we comply ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free 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 our 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, we considered internal control relevant to the Company''s presentation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstance. 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 in 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 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 30th June, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”), as amended issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 purposes of our audit, subject to i) confirmations not available in respect of balances in sundry debtors, major parties in trade payables, certain advances given and lying unadjusted as well as break up of debtors taken as certified by the management for which details were not made available and as such could not be verified by us; ii) inventory stock sheets being not made available and taken as certified by the management and iii) market value of quoted shares held as investments not stated and such the extent of diminution in value of investments not ascertained and not reportable/ accounted though the market value of 4250000 equity shares of Advance Powerinfra Tech Ltd. As per latest quoted rate of 2.7.2013 being R 2.34 per share on the basis of which market value being R 99.45 lacs only, as against cost of R 976.21 lacs, thereby prima facie the diminution being R. 877.76 lacs not considered and on account of ambiguity the overall impact of all these observations on the profits if any could not be reported as not ascertainable;

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 such books subject to observations given in para (a) above;.

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

d) In our opinion, the Balance Sheet and the Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956, subject to provision for gratuity for the year not made amount unascertainable;

e) On the basis of representations received from the directors as on 30th June, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure

1. a) The Company is yet to update proper record showing full particulars including quantitative details and location of the Fixed Assets.

b) We are informed that there is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year.

c) The Company has not disposed off substantial part of fixed assets during the year.

2. a) Inventories have been physically verified during the year by the management as per information and explanations available, through such sheets were not made available for our verification.

b) The procedures of physical verification of stocks followed by the management appear to be adequate in relation to the size of the Company and the nature of its business, subject to observation in para (a)

c) The Company is maintaining proper records of inventory, subject to as reported above. The discrepancies noticed on verification between the physical stocks and book records are stated to be not material and have been properly dealt with in the books of account.

3. a) The Company has not taken loans from any parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

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 with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness was noticed in the internal control system.

5 a) According to the information and explanations given to us, contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 In respect of deposits accepted deposit from the public, the provisions of Section 58A and 58AA of the Co''s Act and the rules framed there under have been complied with.

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

8 On the basis of record produced, We are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 have been maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such accounts and records.

9 a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, cess and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 30th June, 2013. For a period of more than six months from the date they became payable.

b) According to the records of the Company, the following dues are not deposited on account of disputes pending at various forums

10 The Company has not incurred cash loss in the current year and in the immediately preceding financial year and there are no accumulated losses in the balance sheet as on 30th June, 2013.

11 Based on the information and explanations given to us, the Company has not defaulted during the year in repayment of dues to any financial institutions or banks except for some dues with the bank.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations received, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16. According to the information and explanations received, the term loans were applied for the purpose for which the loans were obtained.

17. Based on our examination of the records and according to the information and explanations received, the Company has not applied short term borrowings for long term use.

18. The company has not issued or allotted any preference shares during the year.

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

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

21. As per the information and explanation given to us, no fraud on or by the Company has been noticed during the year.

For K. K. Jain & Co.

P-21/22, Radhabazar Street Chartered Accountants

Kolkata – 700 001 Reg. No.302022E

(CA. P. K. Jain)

Dated the 29th day of August, 2013 Partner – M. No.: 52018


Mar 31, 2010

We have audited the attached Balance Sheet of Marsons Limited as at 31st March, 2010 and the related Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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 financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. 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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

2. Further to our comments in the Annexure referred to in Paragraph 1 above, we state that:

a) We have obtained all the informations and explanations which to the best of our knowledge and belief were necessary for the purposes 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 such books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement of the Company comply with the Accounting Standards referred to in sub-section 3C of Section 211 of the Companies Act, 1956 subject to a) depreciation on wind power project not provided amounting to Rs.2154102 (previous year Rs.2353077) for the year as well as certain expenses mentioned in Schedule L of Notes being accounted for on cash basis and b) non-provision of gratuity liability of Rs.3054734 (previous year Rs.2267310) as at close of ?he year per note no.4 of Schedule L of Notes on Accounts.

e) On the basis of representations received from the directors of the company, we report that no director is disqualified from being appointed as a director of the company under clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 and

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with Schedules A to L and subject to un-provided liability and depreciation as mentioned in para "d" above, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view :

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2010.

ii. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date.

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

Annexure

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

b) There is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year.

c) The Company has not disposed off substantial part of fixed assets during the year.

2. a) Inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of stocks followed by the management are adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. a) The Company has not taken loans from any parties covered in the register maintained u/s 301 of the Companies Act, 1956.

b) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956

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 with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness was noticed in the internal control system.

5 a) According to the information and explanations given to us, contracts or arrangements that need to be entered into the register maintained in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time

6 The Company has not accepted deposit from the public to which the provisions of Section 58A and 58AA of the Cos Act and the rules framed there under apply.

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

8 We are informed that the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956.

9 a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Excise Duty, cess and other statutory dues with the. appropriate authorities and there are no undisputed statutory dues outstanding as at 31s1 March, 2010 , for a period of more than six months from the date they became payable.

b) According to the records of the Company, the following dues are not deposited on account of disputes pending at various forums

Name of the Nature of dues Amount Year to which Forum where dispute is Statute amount relates pending (Rs. in Lacs}

Income Tax Act Income Tax 11.38 2002-03 ITAT [Appeals]

Income Tax Act Income Tax 14.03 2003-04 U/S. 154 Rectification

Income Tax Act Income Tax

15.59 2004-05 ITAT [Appeals]

Total 41.00

10 The Company has not incurred cash loss in the current year and in the immediately preceding financial year and there are no accumulated losses in the balance sheet as on 31$l March, 2010.

11 Based on the information and explanations given to us, the Company has not defaulted during the year in repayment of dues to any financial institutions or banks, except with one institution, matter pending in court.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 As the Company is not a chit fund, nidhi, mutual benefit fund or society the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. As the Company is not dealing or trading in shares, securities, debentures and other investments, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations received, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16. According to the information and explanations received, the term loans were applied for the purpose for which the loans were obtained.

17. Based on our examination of the records and according to the information and explanations received, the Company has not applied short term borrowings for long term use.

18. The company has issued and allotted 20,00,000 equity shares of Rs. 10/- each at an exercise price of Rs. 24 each on preferential basis, during the year to meet for working capital requirement of the company and to finance the expansion plans of the company to the following investors are as follows:

S.No. Name Of Allottees No Of Shares Amount Received (Rs) Allotted

1 Advance Power Technologies Limited 10,00,000 2,40,00,000

2 Sargam Vincom Private Limited 2,50,000 60,00,000

3 Muskan Dealers Private Limited 2,50,000 60,00,000

4 Snowfall Commercial Private Limited 2,50,000 60,00,000

5 Sanmukh Vincom Private Limited 2,50,000 60,00,000

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

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

21. As per the information and explanation given to us, no fraud on or by the Company has been noticed during the year.

P-21/22, Radhabazar Street For K.K.Jain & Co.

Kolkata - 700 001 Chartered Accountants

(P.K.Jain) Dated the 27th day of May 2010 Partner - M. No.: 52018



 
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