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Auditor Report of Mercator Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of MERCATOR LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information,

Management''s Responsibility for the 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 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 materialism statement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments; the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

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 profits and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a) We have sought and obtained all the information and explanations which to the best of ourknowledge 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 faras it appears from our examination of those books.

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2015taken on record by the Board of Directors, none of the directors is disqualified as on31st March, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor''s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in itsfinancial statements - Refer Note 3.3 to the financial statements;

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

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

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of Mercator Limited ("the Company") on the standalone financial statements for the year ended March 31,2015.]

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

b) These fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

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

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

c) In our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. On the basis of the records produced before us and verified by us and according to information and explanations given to us, the company has not granted loan to body corporates covered in the register maintained under section 189 of the Companies Act,2013("the Act").Hence clauses iii(a) and iii(b) are not applicable.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the Internal Control system and there is no continuing failure to correct the same.

v. The company has not accepted any deposits during the year to which the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules made thereunder are applicable.

vi. On the basis of the records produced , we are of the opinion that prima facie,the cost records and accounts prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, and applicable to the company in respect of coal handling activity have been made and maintained by the company. However, we are not required to carry out and have not carried out any detailed examination of such records and accounts.

vii. (a) The company is regular in depositing

undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2015, for a period of more than six months from the date they become payable.

(b) According to the information and

explanations given to us ,the disputed statutory dues not deposited on account of disputed matters pending before appropriate authorities are as under:

Name Nature Amount Year/s Forum where of the of the (Rs. in lakhs) to dispute is Statute dues which pending the amount relates

Service Service 8,296.46 2006- Commissioner Tax Tax 07 to of Service tax, under 2013-14 Mumbai Finance Act, 1994

Income Income 1,357.15 2010-11 Commissioner Tax Tax of Income 170.69 2009-10 tax(Appeals)

8.71 2002-03

545.83 2006-07

1840.32 2007-08 Income Tax Appellate 7,426.10 2008-09

Amounts paid under protest and not charged to the Statement of Profit and Loss has not been included above. [Refer Note 3.3 to the financial statements]

(c) According to the information and explanations given to us the amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions and rules made thereunder have been transferred to such fund within time.

viii. The Company does not have any accumulated losses as on 31st March 2015 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

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

x. In our opinion and according to the information and explanations given to us ,the company has given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are not prejudicial to the interest of the company;

xi. In our opinion and according to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

xii. During the course of our examination of the books of account and records of the Company, carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any incidence of fraud on or by the Company noticed or reported during the year, nor have we been informed of any such case by the management.

For CNK & Associates LLP Chartered Accountants Firm Registration No.: 101961W

Himanshu Kishnadwala Partner Membership No. 37391

Dated: May 29, 2015 Place: Mumbai


Mar 31, 2014

We have audited the accompanying financial statements of MERCATOR 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

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

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 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 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 for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure 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 sub-section (3C) of section 211 of the Companies Act, 1956, read with the General Circular 15/2013 dated September 13, 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 Act.

Annexure to the Independent Auditors'' Report

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date.]

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

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

(b) The management carries out physical verification of the fixed assets at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, there have been no significant disposals of fixed assets during the year which affect the going concern assumption.

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

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

(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As per the information and explanations given to us, the Company has granted unsecured loans to companies, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 380.85 lakhs.

(b) As per information and explanations given to us, rate of interest and other terms and conditions of the unsecured loan given by the company are not prima facie prejudicial to the interests of the company.

(c) The aforesaid loan given to the party covered in the register maintained under section 301 was receivable on demand and the same has been received during the year.

(d) In case of the aforesaid loan, since no overdue amount is outstanding, the question of taking reasonable steps for the recovery of the principal amount does not arise.

(e) During the year the company has not taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provisions of clauses 3(f) and 3(g) are not applicable to the company.

(iv) In our opinion and as explained 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 and services. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure for the same.

(v) (a) As per information and explanations given by the management and based on the audit procedures applied by us, during the year the company has not entered into any contracts or arrangements referred to in section 301 of the Act. Hence, clauses 5(a) and 5(b) are not applicable to the company.

(vi) The Company has not accepted any deposits from the public during the year.

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

(viii) On the basis of the records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Central Government under section 209(1)(d) of the Act and applicable to the company in respect of coal handling activity have been made and maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such records and accounts.

(ix) (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty cess and other statutory dues and there are no undisputed statutory dues outstanding as at March 31, 2014, 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 statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute Nature of the dues Amount (Rs. in lakhs)

Service Tax under Service Tax 8,177.22

Finance Act, 1994

Income Tax Income Tax 237.11 7,594.19 8.70 1,840.32 588.97

Name of the Statute Year/s to which the Forum where amount relates dispute is pending

Service Tax under 2006-07 to 2012-13 Commissioner of Service tax

Finance Act, 1994

Income Tax 2009-10 Commissioner of Income

2008-09 tax(Appeals) 2002-03 2007-08 Income Tax Appellate 2006-07 Tribunal

Amounts paid under protest and not charged to Statement of Profit and Loss has not been included above. [Refer Note 3.3 to the financial statements]

(x) The company does not have any accumulated losses as on March 31, 2014 and has not incurred any cash losses during the financial year but has incurred cash losses in the immediately preceding financial year.

(xi) Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions, banks or debenture holders.

(xii) Based on our examination of the records and as explained 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) In our opinion, the company is not a chit fund, nidhi/mutual benefit fund/society. The provisions of clause 4(xiii) are therefore not applicable to the company

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries from banks and financial institutions are, considering the long term involvement of the company in these entities, not prejudicial to the interests of the company.

(xvi) According to the information and explanation given to us, foreign currency term loan raised during the year was applied for the purpose for which the loan was obtained.

(xvii) As explained to us and on an overall examination of the balance sheet of the Company, in our opinion there are no funds raised on short-term basis which have been used for long-term investment by the Company.

(xviii) The company has not made any preferential allotment of shares to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) During the period covered by our audit, the company has not issued any secured debentures.

(xx) The Company has not raised any money by public issues during the period covered by our report.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 and on behalf of CNK & Associates LLP Chartered Accountants Firm Registration No.: 101961W

Himanshu Kishnadwala Partner Membership No.: 037391

Place: Mumbai Dated: May 29, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of MERCATOR LIMITED (''the company''), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the Financial position, fi nancial performance and cash fl ows 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'') 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 fi nancial 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 fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial statements 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 March 31, 2013;

(b) in the case of the Statement of Profi t and Loss, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure statement on the matters specifi ed 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 Profi t 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 Profi t and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (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 disqualifi ed 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 Independent Auditors'' Report

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date.]

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

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

(b) The management carries out physical verifi cation of the fi xed assets at reasonable intervals and no material discrepancies were noticed on such verifi cation.

(c) The vessels disposed off / held for disposal during the year, in our opinion, do not constitute substantial part of the fi xed assets of the company and the same, in our opinion, does not affect the going concern status of the company.

2 (a) As explained to us, the inventory has been physically verifi ed during the year by the management. In our opinion, having regard to the nature and location of the inventory, the frequency of the physical verifi cation is reasonable.

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

(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifi cation.

3 (a) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, fi rms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provisions of clauses 3(b), 3(c), 3(d) are not applicable to the company.

(e) During the year the company has taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956 which was repaid during the year. The maximum amount involved during the year was Rs. 350 lakhs.

(f) In our opinion the rate of interest and other terms and conditions of unsecured loan taken from a company covered in the register maintained under section 301 of the Companies Act,1956 are not prima facie prejudicial to the interest of the company.

3 (g) In our opinion, the repayment of the principal amount and interest for the aforesaid loan is regular.

4 In our opinion and as explained 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 fi xed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure for the same.

5 (a) In our opinion and as explained to us, the particulars of contracts or arrangements referred to in section 301 that needed to be entered in the Register maintained under the said section have been so entered.

5 (b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5 lakhs in respect of each party during the year have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from the public during the year.

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

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

9 (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, cess and other statutory dues and there are no undisputed statutory dues outstanding as at March 31, 2013, for a period of more than six months from the date they became payable except for service tax amounting to Rs. 6.90 lakhs outstanding for more than six months from the date it became payable.

9 (b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute Nature of the Amount Year/s to which Forum where dispute dues (Rs. In lakhs) the amount is pending relates

Service Tax under Finance Act, Service Tax 8,004.22 2006-07 to Commissioner of 1994 2011-12 Service tax

Income Tax Income Tax 3,235.87 2007-08 Commissioner of

597.47 2006-07 Income tax(Appeals)

3.70 2005-06

46.44 2002-03

Amounts paid under protest and not charged to Statement of Profi t and Loss have not been included above. [Refer Note 3.3 to the fi nancial statements]

10 The company does not have any accumulated losses as on March 31, 2013. The company has, however, incurred cash losses during the fi nancial year but had not incurred cash losses in the immediately preceding fi nancial year.

11 Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to fi nancial institutions, banks or debenture holders.

12 Based on our examination of the records and as explained 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.

13 In our opinion, the company is not a chit fund, nidhi/mutual benefi t fund/society. The provisions of clause 4(xiii) are therefore not applicable to the company.

14 According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15 According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries from banks and fi nancial institutions are, considering the long term involvement of the company in these entities, not prejudicial to the interests of the company.

16 The company has not raised any new term loan during the year; however term loans outstanding at the beginning of the year have been applied for the purpose for which they were raised.

17 As explained to us and on an overall examination of the balance sheet of the Company, in our opinion there are no funds raised on short-term basis which have been used for long-term investment by the Company.

18 The company has not made any preferential allotment of shares to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

19 During the period covered by our audit, the company has not issued any secured debentures.

20 The Company has not raised any money by public issues during the period covered by our report.

21 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the fi nancial statements and as per 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 and on behalf of

Contractor, Nayak & Kishnadwala,

Chartered Accountants

Firm Registration No.: 101961W Himanshu Kishnadwala

Partner

Membership No.: 037391

Place: Mumbai

Dated: May 18, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of MERCATOR LIMITED as at 31st March 2012, the related Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts 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 (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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 the books of the Company;

c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by the report are in agreement with the books of account of the Company;

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

e) On the basis of written representations received from the directors of the Company 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 Section 274(1) (g) of the Companies Act, 1956.

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

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

b. In the case of the Statement of Profit and Loss, of the loss for the year ended on that date,

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

Statement referred to in paragraph 3 of the Auditors' Report of even date to the Members of MERCATOR LIMITED on the accounts for the year ended 31st March, 2012.

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

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

1(b) As explained to us, the management at reasonable intervals carries out the physical verification of the fixed assets. The discrepancies noticed on such verification, which were not material, have been appropriately dealt with in the accounts.

1(c) In our opinion, there have been no significant disposals of fixed assets during the year which affect the going concern assumption.

2(a) As explained to us, the inventories of bunker and lube 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.

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

2(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3(a) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provisions of clauses 3(b), 3(c), 3(d) are not applicable to the company.

3(e) During the year the company has taken interest free loan from a company covered in the register maintained under section 301 of the Companies Act,1956 and there is no balance outstanding at the year end. The maximum amount outstanding at any time during the year was Rs. 1,57,50,000.

3(f) The rate of interest and other terms and conditions of loan taken from a company covered in the register maintained under section 301 of the Companies Act,1956 are not prima facie prejudicial to the interest of the company.

3(g) The repayment of the principal amount for the aforesaid loan is regular.

4 In our opinion and as explained 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 and services. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure for the same.

5(a) As per information and explanations given by the management and based on the audit procedures applied by us, during the year the company has not entered into any contracts or arrangements referred to in section 301 of the Act. Hence, clauses 5(a) and 5(b) are not applicable to the company

6 The Company has not accepted any deposits from public during the year.

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

8 The maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies act, 1956.

9(a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March, 2012, for a period of more than six months from the date they became payable.

9(b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute Nature of the Amount Year/s to which the Forum where dispute is dues (Rs. In lakhs) amount relates pending

Service Tax under Finance Act, Service Tax 7,452.60 2006-07 to 2010-11 Commissioner of Service 1994 tax

Income Tax Income Tax 3,508.13 2007-08 Commissioner of Income 597.47 2006-07 tax (Appeals) 3 .70 2005-06 46.44 2002-03

Amounts paid under protest and not charged to Statement of Profit and Loss have not been included above. [Also refer Notes 3.3 and 3.4]

10 The company does not have any accumulated losses as on 31st March, 2012 and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11 Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions, banks or debenture holders.

12 Based on our examination of the records and as explained 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.

13 In our opinion, the company is not a chit fund, nidhi/mutual benefi t fund/society. The provisions of clause 4(xiii) are therefore not applicable to the company.

14 According to the information and explanations given to us, the Company has during the year no dealing or trading in shares, securities, debentures and other investments.

15 According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries from banks and financial institutions are, considering the long term involvement of the company in these entities, not prejudicial to the interests of the company.

16 According to the information and explanation given to us, term loans raised during the year were applied for the purpose for which the loans were obtained.

17 As explained to us and on an overall examination of the balance sheet of the Company, in our opinion there are no funds raised on short-term basis which have been used for long-term investment by the Company.

18 The company has not made any preferential allotment of shares to any parties covered in the register maintained under section 301 of the Companies Act, 1956.

19 During the period covered by our audit, the company has not issued any secured debentures.

20 The Company has not raised any money by public issues during the period covered by our report.

21 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 and on behalf of Contractor Nayak & Kishnadwala

Chartered Accountants

Firm Registration No 101961W

Himanshu Kishnadwala

Partner,

Membership No 37391

Mumbai

25th May, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of MERCATOR LINES LIMITED as at March 31, 2011, the related profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and signifcant 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 in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

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

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

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 the books of the Company;

c) The Balance Sheet, profit and Loss Account and the Cash Flow Statement dealt with by the report are in agreement with the books of account of the Company;

d) In our opinion, the Balance Sheet, profit and Loss Account and the Cash Flow Statement comply with the mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011, from being appointed as a director in terms of Section 274(1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes to Accounts in Schedule 'I', 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 March 31, 2011;

b. In the case of the profit and Loss Account, of the loss for the year ended on that date,

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

Statement referred to in paragraph 3 of the Auditors' Report of even date to the Members of MERCATOR LINES LIMITED on the accounts for the year ended March 31, 2011.

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

1(a) The company has maintained proper records showing full particulars including quantitative details and situation of the fxed assets.

1(b) As explained to us, the management at reasonable intervals carries out the physical verification of the fxed assets. The discrepancies noticed on such verification, which were not material, have been appropriately dealt with in the accounts.

1(c) According to the information and explanations given by the management and on the basis of audit procedures performed by us, we are of the opinion that the disposal of fxed assets has not affected the going concern of the company.

2(a) As explained to us, the inventories of bunker and lube 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.

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

2(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3(a) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provisions of clauses 3(b), 3(c), 3(d) are not applicable to the company.

3(e) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, frms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, provisions of Clauses 3(f) and 3(g) are not applicable to the company.

4. In our opinion and as explained 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 fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure for the same.

5(a) As per information and explanations given by the management and based on the audit procedures applied by us, during the year the company has not entered into any contracts or arrangements referred to in section 301 of the Act. Hence, clauses 5(a) and 5(b) are not applicable to the company

6. The Company has not accepted any deposits from public during the year.

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

8. The maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies act, 1956.

9(a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other statutory dues and there are no undisputed statutory dues outstanding as at March 31, 2011, for a period of more than six months from the date they became payable.

9(b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute Nature of the dues Amounth Year/s to which the (Rs. In lakhs) amount relates

Service Tax under Service Tax 6,809.00 2006-07 to 2009-10 Finance Act, 1994

Income Tax Income Tax 597.47 2006-07

47.67 2002-03

Name of the Statute Forum where dispute is pending

Service Tax under Finance Act, 1994 Commissioner of Service tax

Income Tax Commissioner of Income tax(Appeals)

(Also refer Notes 3 and 4 of Schedule I)

10. The company does not have any accumulated losses as on March 31, 2011 and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11. Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions, banks or debenture holders.

12. Based on our examination of the records and as explained to us, the Company has not granted any loans and/or advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi/mutual beneft fund/society The provisions of clause 4(xiii) are therefore not applicable to the company.

14. According to the information and explanations given to us, the Company has during the year not dealing or trading in shares, securities, debentures and other investments. All shares, debentures and other investments are held by the company in its own name

15. According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries from banks and financial institutions are, considering the long term involvement of the company in these entities, not prejudicial to the interests of the company.

16. According to the information and explanation given to us, term loans raised during the year were applied for the purpose for which the loans were obtained.

17. As explained to us and on an overall examination of the balance sheet of the Company, in our opinion there are no funds raised on short-term basis which have been used for long-term investment by the Company.

18. According to the information and explanation given to us, the Company has made preferential allotment of shares/ warrants to parties covered in the register maintained under section 301 of the Companies Act, 1956 at prices not prejudicial to the interests of the company.

19. During the period covered by our audit, the company has not issued any Secured Debentures.

20. The Company has not raised any money by public issues during the period covered by our report.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per 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 and on behalf of

Contractor Nayak & Kishnadwala

Chartered Accountants

Firm Registration No 101961W

Himanshu Kishnadwala

Partner,

Membership No 37391

Mumbai

May 28, 2011












Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts 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 in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Attention of members is drawn to Note B-16(b) of Schedule I, where part of the remuneration paid to the managerial personnel amounting to Rs. 48 lakhs is subject to the approval of the members in the forthcoming annual general meeting;

5. Further to our comments in the Annexure referred to in above paragraph, we report that:

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

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 the books of the Company;

c) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by the report are in agreement with the books of account of the Company;

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement comply with the mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company 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 Section 274(1) (g) of the Companies Act, 1956.

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

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

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

Statement referred to in paragraph 3 of the Auditors Report of even date to the Members of MERCATOR LINES LIMITED on the accounts for the year ended 31st March, 2010.

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

1(a) The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets;

1(b) As explained to us, the management at reasonable intervals carries out the physical verification of the fixed assets. The discrepancies noticed on such verification, which were not material, have been appropriately dealt with in the accounts.

1(c) The fixed assets disposed off by the company were not substantial and does not affect the going concern assumption. The fixed assets disposed off during the year were not substantial. According to the information and explanation given by the management and on the basis of audit procedures performed by us, we are of the opinion that the disposal of fixed assets has not affected the going concern of the company.

2(a) As explained to us, the inventories of bunker and lube 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.

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

2(c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3(a) As per the information and explanations given to us, the Company has granted unsecured loans to 12 parties covered in the register maintained under section 301 of the Companies Act, 1956. The outstanding balance as on 31st March, 2010 is Rs. 50,354.59 lakhs and maximum balance outstanding during the year is 90,948.17 lakhs.

3(b) In case of the aforesaid unsecured loans granted to the parties covered in the register maintained under Section 301 of the Companies Act, 1956, looking to the long term involvement of the company in the subsidiaries and their businesses, the rate of interest and the other terms and conditions are not prima-facie prejudicial to the interests of the Company.

3(c) In case of the aforesaid unsecured loan granted to the parties covered in the register maintained under Section 301 of the Companies Act, 1956, the repayment of principal amount and interest, where applicable is regular.

3(d) In case of the aforesaid unsecured loans granted to the parties covered in the register maintained under Section 301 of the Companies Act, 1956, the company is taking reasonable steps for the timely recovery of the principal and interest.

3(e) As per the information and explanations given to us, the Company has not taken unsecured loans from a Company or any other party covered in the register maintained under section 301 of the Companies Act, 1956, the provisions of Clause 3(f) and 3(g) are not applicable.

4 In our opinion and as explained 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 and services. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure for the same.

5(a) 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 arrangements referred to in section 301 of the Companies Act, 1956 have been entered in register required to be maintained under that section.

5(b) In our opinion and as explained to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 The Company has not accepted any deposits from public during the year

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

8 The maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies act, 1956.

9(a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, service tax, custom duty, excise-duty, cess and other statutory dues and there are no undisputed statutory dues outstanding as at 31st March, 2010, for a period of more than six months from the date they became payable.

9(b) According to the information and explanations given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute Nature of dues Amount Year/s to which the Forum where dispute is (Rs.In lakhs) amount relates

Service Tax under Service Tax 4,260.00 2006-07, 2007-08 and Commissioner of Service Tax Finance Act, 1994. 2008-09

Income Tax Income Tax 37.73 2003-04 Income Tax Appellate Tribunal, Mumbai

(Also refer Note B3 and B4 of Schedule I)



10 The company does not have any accumulated losses as on 31st March, 2010 and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

11 Based on the information and explanations given to us, the Company has not defaulted in repayment of any dues to financial institutions and banks.

12 Based on our examination of the records and as explained 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.

13 In our opinion, the company is not a chit fund, nidhi/mutual benefit fund/society. The provisions of clause 4(xiii) are therefore not applicable to the company.

14 During the year, the Company does not have any transactions in respect of dealing and trading in shares, securities, debentures and other investments. All shares, debentures and other investments held by the company are held by the Company in its own name.

15 According to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by subsidiaries and others from banks and financial institutions are, considering the long term involvement of the company in these entities, not prejudicial to the interests of the company.

16 According to the information and explanation given to us, the company has not raised any term loans during the year.

17 As explained to us and on an overall examination of the balance sheet of the Company, in our opinion there are no funds raised on short-term basis which have been used for long-term investment by the Company.

18 According to the information and explanation given to us, the Company has made preferential allotment of shares/ warrants to parties covered in the register maintained under section 301 of the Companies Act, 1956 at prices not prejudicial to the interests of the company.

19 During the period covered by our audit, the company has issued privately placed non-convertible debentures of Rs. 35,000 lakhs. The Company has created charge in respect of these debentures.

20 The Company has not raised any money by public issues during the period covered by our report.

21 Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the companv has been noticed or reported during the course of our audit.

For and on behalf of Contractor, Nayak & Kishnadwala Chartered Accountants Firm Registration Number 101961W

Himanshu Kishnadwala

Partner,

Membership No 37391

Mumbai

25th May, 2010

 
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