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Auditor Report of Maxheights Infrastructure Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of MAX HEIGHTS INFRASTRUCTURE LIMITED, 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 forthe Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that 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. 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.

Opinion

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

Report on Other Legal and Regulatory Requirements

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.

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 ofthose books.

c) The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report

d) 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.

e) 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.

f) There are no observations and comments on the financial transactions or matters which have adverse effect on the company.

g) 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.

h) In our opinion the company has adequate internal financial control system in place and operative effectiveness of such control.

i) On the basis of written representation received from director there is no litigation pending against the company.

j) In our opinion and on the basis of written representation there is no material foreseeable losses therefore no provision in respect of same has been made.

The company has not require to transfer the amount to the Investor Education and Protection Fund.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of MAX HEIGHTS INFRASTRUCTURE LIMITED for the year Ended on 31st March 2015. We report that:

S.No. Particulars

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) That the fixed assets of the Company have been physical verified by the management at reasonable intervals during the year and no serious discrepancies have been noticed on such verifications.

(ii) (a) The inventory of the company has been physically verified by the management at reasonable intervals .

(b) 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compare to book records.

(iii) The company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of the business with regard to business of the company. During the course of our audit, we neither come across nor have been informed of any weakness in the aforesaid internal control procedure.

(v) During the year under audit, the Company has not accepted deposits accordingly the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable.

(vi) To the best of our knowledge Central Government has not prescribed maintenance of cost records under sub - section (1) of section 148 of the Companies Act.

(vii) (a) According to our opinion the company is regular in depositing undisputed statutory dues including income - tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax, excise duty or cess outstanding on account of any dispute.

(c) In our opinion and according to explanation given to us no amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The company has not any accumulated business loss at the end of the current financial year. The company does not incurred cash loss during the financial year covered by our audit and no cash loss has been incurred in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to financial institution, bank or debenture holders.

(x) According to the information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institution. (The terms and conditions whereof are prejudicial to the interest of the company.)

(xi) In our opinion the company has applied the term loans for the purpose for which these were raised;

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

For Deepak Narang & Associates Chartered Accountants Firm Regn. No.: 016594N Sd/- Deepak Narang Partner M.No. 097348 Place : New Delhi Date : 03.06.2015


Mar 31, 2014

We have audited the accompanying financial statements of Max Heights Infrastructure Limited which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

b) in the case of the Profit and Loss Account of the profit 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 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th Sept 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph (1) of our Report of even date )

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physical verified by the management at reasonable intervals during the year and no serious discrepancies have been noticed on such verifications.

(c) During the year the company has not disposed off a substantial portion of fixed assets so as to affect the going concern aspect of the company.

2. (a) The inventory of the company has been physically verified by the management at reasonable intervals.

(b) The procedure for 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compare to book records.

3. (a) There are two parties covered in the register maintained under section Section 301 of the Companies Act, 1956 to whom the company has granted secured/unsecured loan. The maximum amount outstanding during the year was Rs. 23,739,22/- and year ended balance was Rs. Nil.

(b) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of loans granted repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

(e) The company has taken loan from nine parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was 5,33,73,804/- and year end balance was Rs. 35,850,000/-.

(f) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(g) In respect of loans taken repayment of the principal amount is as stipulated and payment of interest has been regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of the business with regard to business of the company. During the course of our audit, we neither come across nor have been informed of any weakness in the aforesaid internal control procedure.

5. (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

6. The Company has not accepted deposits from the public with in the meaning of Section 58A and 58AA of the Act and rules framed there under.

7. The Company has Internal Audit System commensurate with its size and nature of business.

8. To the best of our knowledge, the Central Government has not prescribed the maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the company no undisputed amount is payable in respect of Income Tax, Sales Tax, Excise Duty and custom duty for a period of more that six months from the date they become payable.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax, excise duty or cess outstanding on account of any dispute.

10. The company have not any accumulated business loss at the end of the current financial year. The company does not incurred cash loss during the financial year covered by our audit and no cash loss has been incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to financial institution, bank or debenture holders.

12. According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

13. Clause xiii of the order is not applicable to the company as the company is not a chit fund company or Nidhi or mutual benefit fund/society.

14. The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities and other investments are held by the company in it''s own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion the company has applied the term loans for the purpose for which these were raised.

17. According to information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on a short-term basis have not been used for long term investments and vice versa.

18. The Company has not made preferential allotments to the parties and companies covered under the register maintained u/s 301 of the Act during the year

19. The Company has not issued any debentures during the year and accordingly the provisions of clause 4 (xix) of the order are not applicable to the company.

20. During the year under audit, the company has not raised money by public issue and accordingly the provisions of clause 4 (xx) of the order are not applicable to the company.

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

For Deepak Narang & Associates Chartered Accountants Firm Regn. No. 016594N

Sd/- Deepak Narang Place: New Delhi Partner Date: 30-05-2014 M.No.097348


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Max Heights Infrastructure Limited which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement 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 the Balance Sheet, of the state of affairs of the Company as at March 31, 2013.

b) in the case of the 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 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph (3) of our Report of even date )

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physical verified by the management at reasonable intervals during the year and no serious discrepancies have been noticed on such verifications.

(c) During the year the company has not disposed off a substantial portion of fixed assets so as to affect the going concern aspect of the company.

2. (a) The inventory of the company has been physically verified by the management at reasonable intervals.

(b) The procedure for 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compare to book records.

3. (a) There are two parties covered in the register maintained under Section 301 of the Companies Act, 1956 to whom the company has granted secured/unsecured loan. The maximum amount outstanding during the year was 1,88,48,338/- and year ended balance wasRs. 1,87,39,228/-

(b) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of loans granted repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

(e) The company has taken loan from two parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was 50,50,000/- and year end balance wasRs. 50,50,000/-.

(f) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(g) In respect of loans taken repayment of the principal amount is as stipulated and payment of interest has been regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of the business with regard to business of the company. During the course of our audit, we neither come across nor have been informed of any weakness in the aforesaid internal control procedure.

5. (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

6. The Company has not accepted deposits from the public with in the meaning of Section 58A and 58AA of the Act and rules framed there under.

7. The Company has Internal Audit System commensurate with its size and nature of business.

8. To the best of our knowledge, the Central Government has not prescribed the maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the company no undisputed amount is payable in respect of Income Tax,

Sales Tax, Excise Duty and custom duty for a period of more that six months from the date they become payable.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax, excise duty or cess outstanding on account of any dispute.

10. The company have not any accumulated business loss at the end of the current financial year. The company does not incurred cash loss during the financial year covered by our audit and no cash loss has been incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to financial institution, bank or debenture holders.

12. According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

13. Clause xiii of the order is not applicable to the company as the company is not a chit fund company or Nidhi or mutual benefit fund/society.

14. The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities and other investments held by the company in it''s own name or in the name of amalgamating companies.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion the company has applied the term loans for the purpose for which these were raised.

17. According to information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on a short-term basis have not been used for long term investments and vice versa.

18. The Company has not made preferential allotments to the parties and companies covered under the register maintained u/s 301 of the Act during the year

19. The Company has not issued any debentures during the year and accordingly the provisions of clause 4 (xix) of the order are not applicable to the company.

20. During the year under audit, the company has not raised money by public issue and accordingly the provisions of clause 4 (xx) of the order are not applicable to the company.

21. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit. For DEEPAK NARANG & ASSOCIATES

CHARTERED ACCOUNTANTS

F.R.N. 016594N

Sd/-

DEEPAK NARANG

Place : New Delhi PROP.

Date : 24-08-2013 M.No. 097348


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s MAX HEIGHTS INFRASTRUCTURE LIMITED as at 31st March, 2012 and the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of the said Act and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

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

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

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

(iii) The Balance Sheet and the Profit & Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in section (3c) of Section 211 of the Companies Act.

(v) On the basis of written representations received from directors as on 31st March 2012 and taken on record by the board of directors, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a Director under section 274(1)(g) of the Companies Act, 1956.

(vi) In our opinion, and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :-

a) In the case of Balance Sheet of the State of Affairs of the Company as 31st March 2012 and

b) In the case of Profit & Loss Account, of the Profit of the Company 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.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in Paragraph (3) of our Report of even date )

1. (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physical verified by the management at reasonable intervals during the year and no serious discrepancies have been noticed on such verifications.

(c) During the year the company has not disposed off a substantial portion of fixed assets so as to affect the going concern aspect of the company.

2. (a) The inventory of the company has been physically verified by the management at reasonable intervals.

(b) The procedure for 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 has maintained proper records of inventory and no material discrepancies were noticed on physical verification as compare to book records.

3. (a) There is one party covered in the register maintained under section Section 301 of the Companies Act, 1956 to whom the company has granted secured/unsecured loan. The maximum amount outstanding during the year was Rs. 15,00,000/- and year ended balance was Nil.

(b) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) In respect of loans granted repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no amount overdue in respect of loans granted to companies, firms or other parties listed in the register maintained under section 301 of the Act.

(e) The company has taken loan from three parties covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs. 40,85,000/- and year end balance was Rs. 50,000/-.

(f) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(g) In respect of loans taken repayment of the principal amount is as stipulated and payment of interest has been regular.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of the business with regard to business of the company. During the course of our audit, we neither come across nor have been informed of any weakness in the aforesaid internal control procedure.

5. (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the Register in pursuance of Section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

6. The Company has not accepted deposits from the public with in the meaning of Section 58A and 58AA of the Act and rules framed there under.

7. The Company has Internal Audit System commensurate with its size and nature of business.

8. To the best of our knowledge, the Central Government has not prescribed the maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956.

9. (a) According to the records of the company no undisputed amount is payable in respect of Income Tax, Sales Tax, Excise Duty and custom duty for a period of more than six months from the date they become payable.

(b) According to information and explanation given to us, there are no dues of income tax, sales tax, excise duty or cess outstanding on account of any dispute.

10. The company have not any accumulated business loss at the end of the current financial year but has a discount amount of Rs. 3,61,72,095.00 on account of issue of shares as per scheme of merger. The company does not incurred cash loss during the financial year covered by our audit and no cash loss has been incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to financial institution, bank or debenture holders.

12. According to the information and explanation given to us the company has not granted loans and advances on the basis of security by way of shares, debentures and other securities.

13. Clause xiii of the order is not applicable to the company as the company is not a chit fund company or Nidhi or mutual benefit fund/society.

14. The company has kept adequate records of its transactions and contracts in shares, securities, debentures and other investments and timely entries have been made therein. The shares, securities and other investments held by the company in it's own name or in the name of amalgamating companies.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

16. In our opinion the company has applied the term loans for the purpose for which these were raised.

17. According to information and explanations given to us and on an overall examination of the balance sheet of the company, we are of the opinion that the funds raised on a short-term basis have not been used for long term investments and vice versa.

18. The Company has not made preferential allotments to the parties and companies covered under the register maintained u/s 301 of the Act during the year.

19. The Company has not issued any debentures during the year and accordingly the provisions of clause

4 (xix) of the order are not applicable to the company.

20. During the year under audit, the company has not raised money by public issue and accordingly the provisions of clause 4 (xx) of the order are not applicable to the company.

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

For DEEPAK NARANG & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 016594N

Sd/-

DEEPAK NARANG

PLACE : NEW DELHI Proprietor

DATE : 04.09.2012 M.No. 097348

 
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