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Auditor Report of Maximaa Systems Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Maximaa Systems Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

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 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.

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 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 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 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 143(11) 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 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act in respect of Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31,2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 274(1) (g) of the Act.

On the basis of checks as considered appropriate and in terms of the information and explanations

given to us, we state as under:

(i) FIXEDASSETS:

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

(b) As explained to us, the FixedAssets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the Company and nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed of any substantial/major part of FixedAssets, and therefore going concern status of the Company is not affected.

(ii INVENTORIES:

(a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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 explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records and the same have been properly dealt with in the books of account.

(iii) LOANS:

(a) The Company has granted interest free advance to partiescovered in the register maintained under Section 189 of the Companies Act 2013, as detailed inthe Related Party Disclosure at Note No.31of the Notes Forming Parts of Accounts.

(b) According to the information and explanations given to us and in our opinion the terms and condition on which such advances have been given to parties listed in register maintained under section 189 of the Companies Act are not prima facie prejudicial to the interest of the Company.The parties are regular in repaying the advances, or they are either being adjusted or being repaid regularly.

(c) In view of the above answer to clause "b", this clause is not applicable.

(iv) INTERNAL CONTROL PROCEDURES:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and FixedAssets and for the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) PUBLIC DEPOSITS:

In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 73 to76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal.

(vi) COST RECORDS:

The Company has maintained cost records prescribed by the Central Government pursuant to the rules made by the Central Government under section 148 (1) of the Companies Act 1956, in respect of the products of the Company. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(vii) STATUTORY DUES:

According to the information and explanations given to us and the records examined by us, undisputed arrears of statutory dues outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable are as under. :-

Sr. Nature of Statutory Dues As at As at No. 31st March 2015 31st March 2014 Amount Rs. Amount Rs.

1 TDS 74,926 4,71,376

2 Provident Fund 1,02,909 -

3 VAT 8,86,472 -

4 CST 2,10,964 1,82,632

5 Profession Tax 5,65,906 3,94,306

6 Service Tax 1,26,321 42,710

(viii) ACCUMULATED LOSSES:

The Companyhas an accumulated loss of Rs. 2,17,56,030/- (Previous Year Rs.2,19,10,539/-)at the end of the financial year under reference. However, the accumulated loss does not exceed 50% of the Net Worth of the Company. The Company has not incurred any cash loss either during the year under reference or in the previous year.

(ix) REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:

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

(x) GUARANTEE:

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xi) UTILIZATION OF TERM LOAN FUND:

In our opinion and according to the information and explanation given to us, the Term Loans have been applied for the purpose for which they were obtained.

(xxi) FRAUD ON OR BY THE COMPANY:

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

For, KCPG & Co. Chartered Accountants Firm Regn. No. : 140913W

Chetan D. Khakhkhar Partner Membership No. : 122647

Place : Valsad Date : 08th September, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Maximaa Systems Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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

The Company''s 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 and in accordance with the accounting principles generally accepted in India. 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 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 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 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) 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, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under 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.

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1) (g) of the Act.

ANNEXURE TO AUDITOR''S REPORT

On the basis of checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) FIXED ASSETS:

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

(b) As explained to us, the Fixed Assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the Company and nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed of any substantial / major part of Fixed Assets, and therefore going concern status of the Company is not affected.

(ii) INVENTORIES:

(a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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 explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records and the same have been properly dealt with in the books of account.

(iii) LOANS:

(a) The Company has granted interest free advance to parties covered in the register maintained under Section 301 of the Companies Act 1956, as detailed in the Related Party Disclosure at Note No. 31 of the Notes Forming Parts of Accounts.

(b) According to the information and explanations given to us and in our opinion the terms and condition on which such advances have been given to parties listed in register maintained under section 301 of the Companies Act are not prima facie prejudicial to the interest of the Company.

(c) The parties are regular in repaying the advances, or they are either being adjusted or being repaid regularly.

(d) In view of the above answer to clause "c", this clause is not applicable.

(e) The Company has accepted interest free loan of Rs.50,00,000/- ( Previous Year Rs.NIL ) from party covered under register maintained under Section 301 of the Companies Act. The terms and conditions of the loan are not prima facie prejudicial to the interests of the Company.

(iv) INTERNAL CONTROL PROCEDURES:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and Fixed Assets and for the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) TRANSACTION WITH RELATED PARTY:

Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement with related party that need to be entered into the Register maintained under Section 301 have been so entered

In our opinion and according to the information and explanations given to us, the transactions made in pursuance to such contracts or arrangements and exceeding the value of five lakh rupees have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at relevant times.

(vi) PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

(vii) INTERNAL AUDIT

As per information and explanation given to us, in our opinion the Company has an Internal Audit System commensurate with size and nature of business of the Company.

(viii) COST RECORDS:

The Company has maintained cost records prescribed by the Central Government pursuant to the rules made by the Central Government under section 209(1)(d) of the Companies Act 1956, in respect of the products of the Company. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) STATUTORY DUES:

According to the information and explanations given to us and the records examined by us, undisputed arrears of statutory dues outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable are as under. :-

Nature of Statutory Dues As at As at 31st March 2014 31st March 2013 Amount Rs. Amount Rs.

TDS 4,71,376.00 4,85,153.00

Provident Fund - 4,07,683.00

VAT - 5,35,558.00

CST 1,82,632.00 3,03,757.00

Profession Tax 3,94,306.00 3,24,635.00

Service Tax 42,710.00 -

(x) ACCUMULATED LOSSES:

The Company has an accumulated loss of Rs.2, 19, 10,539/- (Previous Year Rs. 2,23,98,841/-) at the end of the financial year under reference. However, the accumulated loss does not exceed 50% of the Net Worth of the Company. The Company has not incurred any cash loss either during the year under reference or in the previous year.

(xi) REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:

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

(xii) LOANS & ADVANCES AGAINST SHARES, DEBENTURES AND OTHER SECURITIES:

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

(xiii) CHIT FUND COMPANY OR NIDHI/MUTUAL BENEFIT FUND/SOCIETY:

In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore clause (xiii) of the Order is not applicable to the Company.

(xiv) MAINTENANCE OF RECORDS FOR DEALING / TRADING IN SHARES,

SECURITIES, DEBENTURES & OTHER INVESTMENTS:

The Company is not dealing or trading in shares, securities, debenture or other investments. Hence Clause (xiv) of the Order is not applicable to the Company.

(xv) GUARANTEE:

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) UTILIZATION OF TERM LOAN FUND:

In our opinion and according to the information and explanation given to us, the Term Loans have been applied for the purpose for which they were obtained.

(xvii) MISMATCH BETWEEN SHORT TERM / LONG TERM FUNDS:

According to the 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 Company has not utilized fund raised on short-term bases for Investment on Long Term bases.

(xviii) PREFERENTIAL ALLOTMENT OF SHARES:

Based on our audit procedures and the information and explanations given to us, during the year, the Company has not allotted any shares on preferential basis.

(xix) CREATION OF SECURITIES FOR ISSUE OF DEBENTURE:

During the year under audit, the Company has not issued any debentures.

(xx) END USE OF MONEY RAISED BY PUBLIC ISSUE:

During the year under audit, the Company has not raised any money by public issues.

(xxi) FRAUD ON OR BY THE COMPANY:

As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during this year, which causes the financial statements to be materially misstated.

For D D Desai & Associates Chartered Accountants Firm Regn. No. : 102297W

D D Desai Proprietor Membership No. : 042031

Place : Valsad Date : 30th May 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MAXIMAA SYSTEMS LIMITED ("the Company"), which comprise the 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 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 loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Matters

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

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

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

]b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books c ) The Balance Sheet, Statement of Profit and Loss and the 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 the 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.

For D D Desai & Associates

Chartered Accountants

Firm Regn. No. : 102297W



D D Desai

Proprietor

Membership No. : 042031

Place : VALSAD

Date : 30th May 2013

On the basis of checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) FIXED ASSETS :

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

(b) As explained to us, the Fixed Assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the Company and nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed of any substantial / major part of Fixed Assets, and therefore going concern status of the Company is not affected.

(ii) INVENTORIES :

(a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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 explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records and the same have been properly dealt with in the books of account.

(iii) LOANS :

(a) The Company has granted interest free advance to parties covered in the register maintained under Section 301 of the Companies Act 1956, as detailed in the Related Party Disclosure at Note No.- 30 of the Notes Forming Parts of Accounts.

(b) According to the information and explanations given to us and in our opinion the terms and condition on which such advances have been given to parties listed in register maintained under section 301 of the Companies Act are not prima facie prejudicial to the interest of the Company.

(c) The parties are regular in repaying the advances, or they are either being adjusted or being repaid regularly.

(d) In view of the above answer to clause "c", this clause is not applicable.

(e) The Company has not accepted any interest free loan from any party covered under register maintained under Section 301 of the Companies Act. In view of the same, clause iii(f) and iii(g) of the Order are not applicable to the Company.

(iv) INTERNAL CONTROL PROCEDURES:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and Fixed Assets and for the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) TRANSACTION WITH RELATED PARTY:

Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement with related party that need to be entered into the Register maintained under Section 301 have been so entered

In our opinion and according to the information and explanations given to us, the transactions made in pursuance to such contracts or arrangements and exceeding the value of five lakh rupees have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at relevant times.

(vi) PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

](vii) INTERNAL AUDIT A s per information and explanation given to us, in our opinion the Company has an Internal Audit System commensurate with size and nature of business of the Company.

(viii) COST RECORDS:

The Company has maintained cost records prescribed by the Central Government pursuant to the rules made by the Central Government under section 209(1)(d) of the Companies Act 1956, in respect of the products of the Company.

(ix) STATUTORY DUES:

(a) According to the information and explanations given to us and the records examined by us, undisputed arrears of statutory dues outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable are as under. :-

SR NO PARTICULARS AS ON31st March 2013 AS ON31st March 2012

1 TDS 4,85,153.00 -

2 Provident Fund 4,07,683.00 - 3 VAT 5,35,558.00 -

4 CST 3,03,757.00 -

5 Profession Tax 3,24,635.00 1,51,644.00

The above figures includes Employer Contribution to Provident Fund for Rs.54,000/- (Previous Year Rs. NIL) not provided for.

(x) ACCUMULATED LOSSES:

The Company has an accumulated loss of Rs.2,23,98,841/- (Previous Year Rs. 1,69,16,834/-) at the end of the financial year under reference. However, the accumulated loss does not exceed 50% of the Net Worth of the Company. The Company has not incurred any cash loss either during the year under reference or in the previous year.

(xi) REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:

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

(xii) LOANS & ADVANCES AGAINST SHARES, DEBENTURES AND OTHER SECURITIES:

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

(xiii) CHIT FUND COMPANY OR NIDHI/MUTUAL BENEFIT FUND/SOCIETY:

In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Therefore clause (xiii) of the Order is not applicable to the Company.

(xiv) MAINTENANCE OF RECORDS FOR DEALING / TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS:

The Company is not dealing or trading in shares, securities, debenture or other investments. Hence Clause (xiv) of the Order is not applicable to the Company.

(xv) GUARANTEE:

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) UTILIZATION OF TERM LOAN FUND:

The Company has not raised any new Term Loan during the year, the Term Loan outstanding at the beginning of the year were applied / utilized for the purpose for which they were raised.

(xvii) MISMATCH BETWEEN SHORT TERM / LONG TERM FUNDS:

According to the 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 Company has not utilized fund raised on shortterm bases for Investment on Long Term bases.

(xviii) PREFERENTIAL ALLOTMENT OF SHARES:

Based on our audit procedures and the information and explanations given to us, during the year, the Company has not allotted any shares on preferential basis.

(During the previous year, the Company has allotted 1,50,000 Equity Shares of Rs.10/- each to Shri Milan Desai and 1,50,000 Equity Shares of Rs.10/- each to M/s Tanushir Mercantile Private Limited, both at a Premium of Rs.16/- per share on a preferential basis.)

(xix) CREATION OF SECURITIES FOR ISSUE OF DEBENTURE:

During the year under audit, the Company has not issued any debentures.

(xx) END USE OF MONEY RAISED BY PUBLIC ISSUE:

During the year under audit, the Company has not raised any money by public issues.

(xxi) FRAUD ON OR BY THE COMPANY:

As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during this year, which causes the financial statements to be materially misstated.

For D D Desai & Associates

Chartered Accountants

Firm Regn. No. : 102297W



D D Desai

Proprietor

Membership No. : 042031

Place : VALSAD

Date : 30th May 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of MAXIMAA SYSTEMS LIMITED as at 31st March, 2012, 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 of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India under sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us. We enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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 purpose 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 those books:

iii. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the Books of Accounts;

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

v. On the basis of the written representation received from directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that 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. 1966 and

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

(a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012

(b) In the case of the Profit and Loss Account, of the loss for the year ended on that date, and (c) In case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

On the basis of checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

(i) FIXED ASSETS:

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

(b) As explained to us. the Fixed Assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the Company and nature of its Assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed of any substantial/major part of Fixed Assets, and therefore going concern status of the Company is not affected.

(ii) INVENTORIES:

(a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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 explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records and the same have been property dealt with in the books of account.

(iii) LOANS:

(a) The Company has granted interest free advance to parties covered in the register maintained under Section 301 of the Companies Act 1956, as detailed in the Related Party Disclosure at Note No. - 28 of the Notes Forming Parts of Accounts,

(b) According to the Information and explanations given to us and in our opinion the terms and condition on which such advances have been given to parties listed in register maintained under section 301 of the Companies Act are not prima facie prejudicial to the interest of the Company.

(c) The parties are regular in repaying the advances, or they are either being adjusted or being repaid regularly.

(d) In view of the above answer to clause "c", this clause is not applicable.

(e) The Company has not accepted any interest free loan from any party covered under register maintained under Section 301 of the Companies Act. In view of the same, clause iii(f) and iii(g) of the Order are not applicable to the Company.

(iv) INTERNAL CONTROL PROCEDURES:

In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and Fixed Assets and for the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) TRANSACTION WITH RELATED PARTY:

Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangement with related party that need to be entered into the Register maintained under Section 301 have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance to such contracts or arrangements and exceeding the value of five lakh rupees have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at relevant times.

(vi) PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public.

(vii) INTERNAL AUDIT

As per information and explanation given to us, in our opinion the Company has an Internal Audit System commensurate with size and nature of business of the Company.

(viii) COST RECORDS:

The Company has not maintained any cost records prescribed by the Central Government pursuant to the rules made by the Central Government under section 209(1)(d) of the Companies Act 1956, in respect of the products of the Company.

(ix) STATUTORY DUES;

(a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance Contribution, Income Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and other material statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the disputed arrears of statutory dues outstanding as at 31st March 2012 have been resolved and crystallised after the Balance Sheet date and have been duly provided for as detailed in Note No. - 16 to the Annual Accounts.

(x) ACCUMULATED LOSSES:

The Company has an accumulated loss of Rs. 1,69,16,834/- (Previous Year Rs. 74,48,118/-) at the end of the financial year under reference. However, the accumulated loss does not exceed 50% of the Net Worth of the Company. The Company has not incurred any cash loss either during the year under reference or in the previous year

(xi) REPAYMENT OF DUES OF FINANCIAL INSTITUTIONS:

Based on our audit procedures and the information and explanations given to us. we are of the opinion that the Company has not defaulted in repayment of dues to the financial institution or bank.

(xii) LOANS & ADVANCES AGAINST SHARES, DEBENTURES AND OTHER SECURITIES:

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

(xiii) CHIT FUND COMPANY OR NIDHI/MUTUAL BENEFIT FUND/SOCIETY:

In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore clause (xiii) of the Order is not applicable to the Company.

(xiv) MAINTENANCE OF RECORDS FOR DEALING/TRADING IN SHARES, SECURITIES, DEBENTURES & OTHER INVESTMENTS:

The Company is not dealing or trading in shares, securities, debenture or other investments. Hence Clause (xiv) of the Order is not applicable to the Company.

(XV) GUARANTEE:

According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) UTILIZATION OF TERM LOAN FUND:

The Company has not raised any new Term Loan during the year, the Term Loan outstanding at the beginning of the year were applied/utilized for the purpose for which they were raised.

(xvii) MISMATCH BETWEEN SHORT TERM/LONG TERM FUNDS:

According to the 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 Company has not utilized fund raised on short- term bases for Investment on Long Term bases.

(xviii) PREFERENTIAL ALLOTMENT OF SHARES:

During the year the Company has allotted 1,50,000 Equity Shares of Rs. 10/- each to Shri Milan Desai and 1,50.000 Equity Shares of Rs. 10/- each to M/s Tanushir Mercantile Private Limited, both at a Premium of Rs. 16/- per share on a preferential basis.

( During the Previous Year, at the Extra Ordinary General Meeting held on 7th March 2011. The Company has obtain approval of the members for Preferential Allotment of 8,50,500 shares of Rs. 10/- each at a premium of Rs. 5/- per share being consideration towards acquisition of License to use Patents of Maximaa Proyurveda at Rs. 1.27.57,500/-. These shares have been allotted on 18th May 2011. In view of pending allotment of these shares as on 31st March 2011, the amount of Share Premium of Rs. 5/- per share is transferred to Share Premium Account in Note - 2 of the Balance Sheet. The amount of Share Capital of Rs. 10/- per share is shown under the head Equity Shares Allotment Account in Note - 2 of the Balance Sheet.)

(xix) CREATION OF SECURITIES FOR ISSUE OF DEBENTURE:

During the year under audit, the Company has not issued any debentures.

(xx) END USE OF MONEY RAISED BY PUBLIC ISSUE:

During the year under audit, the Company has not raised any money by public issues,

(xxi) FRAUD ON OR BY THE COMPANY:

As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during this year, which causes the financial statements to be materially misstated.



For D. D. Desai & Associates Chartered Accountants

D. D. Desai Proprietor M. No. : 042031 F. R. No. : 102297W

Place : Valsad Date : 14th August, 2012


Mar 31, 2010

We have audited the attached Balance Sheet of MaxiMaa Systems Ltd as at 31th March 2010 and the Profit and Loss Account for the year ended on that date annexed thereto and also the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statments 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 ore 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.

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 Annxure a statement on the masters specified in paragraphs 4 and 5 of the said Order

Further to our comments in the Anncxure referred to 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 boots of accounts as required by law. have been kept by the Company, so for as it appears from examination of such books.

C) The Balance Sheet and the Profit & Loss Account referred to in this report are In agreement with the books of accounts.

d) In our opinion the Balance sheet and Profit & loss Account, comply with the Accounting Standards as referred to in sub section (3C) of section 211 of the Companies Act 1956, to the extent applicable.

e) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed

as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956:

In our opinion, and to the best of our information and according to the explanation given to us, the said Balance Sheet and the Profit & Loss Account read together with the Dotes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I. in so far as it relates to the Balance sheet, of the state of affairs of the Company as ai 31st March. 2010.

II.in so far as it relates to the Profit and Loss Account, the Loss of the Company for the year ended on that Date, and

III.in the case of Cash Flow Statement, of the cash flow for the year ended on that dote.

ANNEXURE TO AUDITORS REPORT



On the basis of checks as considered appropriate and in terms of the information and explanations given to us we report as under:

(i) FIXED ASSETS:

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

(b) As explained to us the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable having regard to the size of the company and nature of its .assets. No material discrepancies Were noticed on such verification.

(c) During the year, the Company has not disposed of any substantial/major part of fixed assets, and going concern status of the company is not affectcd.

(ii) INVENTORIES:

(a) As explained to us. the inventories have been physically verified during the year by the management In our opinion, having regard to the nature and location of stocks. the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us. procedures of physical verification of inventory followed by the management arc rcasonable 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 explained to us there wen: no material discrepancies noticed on physical verification of inventory as compared to the book records and the same have been properly dealt with in the books of account

(iii) LOANS:

(a) The Company has granted interest free advance to one party, and no interest free loan has been granted to any parly covered In the register maintained under Section 301 of the Companies Act 1956

(b) According to the information and explanations given to us and in our opinion the terms and condition on whih such advances have been given to parties listed in register maintained under section 301 of the Companies Act arc not prima facie prejudicial to the interest of the company.

(c) The paries are regular in repaying the advances, or they are either being adjusted or being repaid regularly.

(d) In view of the above answer to clause "e" this clause is not applicable.

(e) The Company has inherited on amalgamation interest free lonn from one party covered under register maintained under Section 301 of the Companies Act.

(f) The rate of interest & other terms & conditions of loan token by company are not prime facie prejudicial to the interest of the company.

(g) The payment of principal amount is regular. The question of payment of Interest does not arise in view of the fact this loon is intered free.

(iv) INTERNAL CONTROL PROCEDURES:

In our opinion and according to the information and explanations given to us, there arc adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard 10 purchase of inventory and fixed assets and for the sale of goods & services. During the course of our audit. no major weakness has been noticed in the internal controls.

(v) TRANSACTION WITH RELATED PARTY:

Based on the audit procedures applied by us and according to (Ik information and explanation provided by the management, we are of the opinion that the particular* of contracts or arrangement with related pany that need to be entered into the Register maintained under Section 301 have been so entered

In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of live lakh rupees in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) PUBLIC DEPOSITS:

The company has not accepted any deposits from the public.

(vii) COST RECORDS:

As explained to us the Central Government has not prescribed the maintenance of Cost Records Under Section 209(1) (d) of the Companies Act 1956. in respect of the Companys products.

(viii) STATUTORY DUES:

(a) According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing with appropriate authorities undisputed siututory dues including provident fund, investor education and protection fond, employees state insurance, income-tax. wealth-tax, customs duty, excise-duty. service lax. cess and other material statutory dues wherever applicable except Sales-tax, of Rs. 11.24 lacs According to the information and explanations given to us, no undisputed arrears of statutory dues were: outstanding as at 31st March, 2010 for a period of more than six months from the dale they became payable, except Sales Tax of Rs. 11,24 lacs.

The According to the information and explanations given to us. no disputed arrears of dues were outstanding as at 31st March 2010

(ix) ACCUMULATED LOSSES:

Accumulated locsses of the company at the end of the financial year under reference of Rs. 1.21.81 811.

(x) REPAYMENT Of DUES Of FINANCIAL INSTITUTIONS:

Based on our Audit procedures and the information and explanations given to us, we arc of the opinion that the company has not defaulted in repayment of dues to the financial institution or break.

(xi) LOANS & ADVANCES AGAINST SHARES. DEBENTURES AND OTHER SECURITIES; Based on our examination of the records and according to the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares debentures and other securities.

(xii) CHIT FUND COMPANY OR NIDHI/MUTUAL BENEFIT FUND/SOCIETY:

In our opinion, the Company is not 41 chit fund of a nidhi/mual benefit fund/society therefore clause (xlii) of the Order & not applicable to the Company

(xiii) MAINTENANCE OF RECORDS FOR DEALINGTRADING IN SHARES. SECURITIES, DEBEN1VRE5 & OTHER INVESTMENTS: The Company is not dealing or trading in shares securities, debenture or other investments hence the Clause (xiv) of the Order is not applicable lo the Company.

(xiv) GUARANTEE:

According to the information and explanations given to us the Company has not given any guarantee for loans taken by others from banks and financial instractions

(xv) UTILIZATION OF TERM LOAN FUND:

The Company has not raked any new term Loan during the year, the terml loon outstanding at the beginning of the year were: applied fertiliized for the purpose for which they were raided-

(xvi) MISMATCH BETWEEN SHORT TERM/LONG TERM FUNDS;

According to the information and explanation given to us and of an overall examination of the Balance Shed of the Company, we arc of the opinion thai the company has not utilized fund raised on short-term base for Investment on Long Term bases.

(xvii) PREFERENTIAL ALLOTMENT OF SHARK;

The Company has not made any preferential allotment of shares during the year.

(xviii) CREATION OF SECURITIES FOR ISSUE OF DRBENTURE;

During the year covered by our audit report, the company has not issued and debentures.

(xix) END USE OF MONEY RAISED BY PUBLIC ISSUE;

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

(XX) FRAUD ON OR BY THE COMPANY:

As per the information and explanntions given to us, no fraud an or by the company has been noticed or reportied during this yeat, which causes the financial statements to be matenrilly misstated.



For H. P. SHAH ASSOCIATES

H. P. SHAH

PROPRIETOR

CHARTERED ACCOUNTANTS Place :Vapl MEMBERSHIP No. 39093 Date : 14/08/2010

 
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