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Auditor Report of Mirza International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Mirza International Limited('the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management Responsibility For The Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 28 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, and as required 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.

The Annexure to independent Auditors' Report

Referred to in paragraph 1 under the heading of 'Report on other Legal and Regulatory Requirements of the Our Report of even date On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper records to show full particulars including quantitative details and situations of its fixed assets.

(b) Fixed assets of the Company have been physically verified by the management using a regular programme of verification by rotation, 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 physical verification.

(ii) (a) Inventories have been physically verified during the year by the management at reasonable intervals.

(b) The procedures of physical verification of inventories 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 generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of inventories by the management as compared to records.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clause iii of para 3 of the order are not applicable to the Company.

(iv) There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and for the sale of goods and services. No instance of continuing failure to correct any major weakness in the internal controls has been noticed.

(v) The Company has not accepted deposits from the public .

(vi) Cost records prescribed by the Central Government in terms of provisions of clause (1) of section 148 of the Companies Act, 2013 are being maintained by the Company. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(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. There is no undisputed arrears of outstanding statutory dues as at 31.3.2015 for a period of more than six months from the date they became payable.

(b) There were no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess, which has not been deposited on account of any dispute, except the followings:

Related To Authority where Financial Year Disputed Amount Case is pending remaining unpaid (Rs. in Lacs)

Entry Tax Hon'able High 1999-2000 4.06 Court Allahabad

Entry Tax Hon'able Supreme 2000-2001 9.85 Court 2003-2004 2004-2005

Income Tax Commissioner 2009-2010 62.81 of Income Tax 2012-2013 (Appeals), Kanpur

Service Tax Commissioner 2004-2005 2.77 (Appeals) Central 2005-2006 Excise & Service Tax, Kanpur

Service Tax Joint 2009-2010 17.05 Commissioner of Service Tax, Kanpur

Value Added Deputy 2010-2011 32.7 Tax Commissioner (Appeal), Ahmedabad

Value Added West Bengal 2011-2012 2.48 Tax Commercial Apellant Revision Board, Kolkata

Value Added Deputy 2012-2013 4.91 Tax Commissioner (Appeals-Il) Ernakulam, Kerala

TOTAL 136.63

(c) The amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Act and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

(x) The Company has not given any guarantees for loan taken by others from a bank or financial institution

(xi) The term loans raised by the Company during the year has been applied for the purpose for which they were raised.

(xii) No fraud on or by the Company has been noticed or reported during the year.

For Khamesra Bhatia & Mehrotra. Chartered Accountants FRN:001410C

CA Anand Saxena Place: Kanpur (Partner) Date: 29/05/2015 M No. : 075801


Mar 31, 2014

We have audited the accompanying fi nancial statements of Mirza International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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 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 fi nancial 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") read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the 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 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 Profi t and Loss , of the profi t/ 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 ("theOrder") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters 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 subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 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 disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure to Independent Auditors'' Report

Referred to in paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements of the Our Report of even date On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

(i) (a) The Company has maintained proper books / records to show full particulars including quantitative details and situations of its fi xed assets.

(b) As explained to us, all the assets of the company have been physically verifi ed by the management using a regular program of verifi cation by rotation, 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 physical verifi cation.

(c) Fixed assets disposed off during the year were not substantial and such sale has not affected the going concern of the company. (ii) (a) As explained to us, inventories have been physically verifi ed during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifi cation of inventories 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 and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verifi cation of stocks by the management as compared to book records.

(iii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has neither taken nor granted any loans, secured or unsecured, to companies, fi rms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c), iii (d), iii (e), iii (f), iii (g) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fi xed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

(v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 are made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

(vii) As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As We have broadly reviewed the books of accounts relating to materials, labour, and other items of cost maintained by the Company pursuant to the rules made by the Central Government, for the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act,1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, 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 to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

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

(c) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes except the following

Related To Authority where Financial Year Disputed Amount Case is pending remaining unpaid (Rs. in Lacs)

Entry Tax/ Hon''ble High Court 1999-2000 4.06 Trade tax

Entry Tax/ Hon''ble Supreme 2000-2001, 9.85

Trade tax Court 2003-2004, 2004-2005

Income Tax Income Tax 2007-08 relevant 10.43 Appellate Tribunal to AY 2008-09

Income Tax CIT – Appeal 2008-09 relevant 5.95 to AY 2009-10

Service Tax Commissioner FY 2004-05 & 2.77 (Appeals), Central 2005-06 Excise & Service Tax, Kanpur

Stamp Duty Collector (Stamps) 29.35

TOTAL 62.41

(x) The Company does not have any accumulated loss and has not incurred cash loss during the fi nancial year covered by our audit and in the immediately preceding fi nancial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a fi nancial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi /mutual benefi t fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

(xiv) According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or fi nancial institution.

(xvi) In our opinion, the term loan raised by the company during the year has been applied for the purpose for which it was raised.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

(xix) The Company has no outstanding debentures during the period under audit.

(xx) The Company has not raised any money by public issue during the year.

(xxi) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Khamesra Bhatia & Mehrotra.

Chartered Accountants FRN:001410C

Anand Saxena Place: Kanpur (Partner)

Date: May 24, 2014 M No. :075801


Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order 2003, as amended, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we annex 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 paragraph (3) above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit & 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 the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director in terms of clause (g) of sub' section (1) of Section 274 of the Companies Act., 1956 as on 31st March, 2012

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:

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

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

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

Referred to in paragraph 3 of our report of even date,

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge, belief and opinion we state that:

(i) (a) The Company has maintained proper books / records to show full particulars including quantitative details and situations of its fixed assets.

(b) All the assets of the Company have been physically verified by the management using a regular program of verification by rotation, 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 physical verification.

(c) Fixed assets disposed off during the year were not substantial and such sale has not affected the going concern of the Company.

(ii) (a) Inventory has been physically verified by the

management. In our opinion, frequency of verification is reasonable.

(b) The procedures of physical verification of inventories 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, the discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) (a) The Company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Consequently, paragraph 4 (iii) (a), (b),

(c), (d), (e), (f), (g) of the Companies (Auditor's Report) Order 2003 are not applicable.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) The particulars of contracts or arrangements referred

to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956 are made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) Company has not accepted any Public deposits during the year. Therefore the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(vii) The Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of accounts relating to materials, labour, and other items of cost maintained by the Company pursuant to the rules made by the Central Government, for the maintenance of cost records under clause

(d) of subsection (1) of section 209 of the Companies Act,1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) The Company is generally regular in depositing

undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, Service Tax, custom duty and cess and other material statutory dues applicable to it with the appropriate authorities.

(b) No undisputed amounts payable in respect of provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) There is no amount in respect of provident fund, investor education protection fund, employees' state insurance, income Tax, sales Tax, wealth Tax, service tax, Custom Duty Excise Duty and cess, which have not been deposited on account of any dispute. However in case of sales tax and income tax, demands aggregating Rs. 669.65 lacs have not been deposited on account of disputes as detailed below:

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintain under section 301of the Act, during the year.

(xix) The Company has not issued any debentures during the year. Therefore provisions of Clause 4(xix) of the order are not applicable to the Company.

(xx) The Company has not raised any money from the public during the year under audit.

(xxi) In our opinion and according to the information and explanation given to us, no material fraud on or by the Company has been noticed are reported during the year.

For Khamesra Bhatia & Mehrotra Chartered Accountants (Registration No. 001410C)

ANAND SAXENA

Place : Kanpur Partner

Date : May 28, 2012 M.No. 075801


Mar 31, 2011

1. We have audited the attached Balance Sheet of MIRZA INTERNATIONAL LIMITED as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. The company has changed its accounting policy with respect to the amortization of leasehold lands & charging of lease rent as mentioned in Accounting Policy no. 3(b) & 5 respectively, in the schedule of the Significant Accounting Policies to bring the same in the line with the provisions of Accounting Standard (AS-6), 'Depreciation Accounting' issued under the Companies (Accounting Standards) Rules 2006.

The change has affected the disclosed profit/loss and assets/ liabilities of the company as under:

As a result of change in the policy, the cumulative amortization charged with respect to Leasehold lands, lease rent paid for the earlier years is Rs. 50.76 lacs, Rs. 15.88 lacs respectively & for the current year is Rs. 17.08 lacs & Rs. 8.39 lacs respectively. As a result of these changes profit for the year and Fixed Assets of the Company have been understated by Rs. 92.11 lacs.

4. As required by the Companies (Auditor's Report) Order, 2003, as ammended, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

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

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

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

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

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

(f) 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 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii) In the case of the Profit and Loss Account of the Company of the profit of the Company for the year ended on that date; and

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

Annexure to the Auditors' Report Referred to in paragraph 3 of our report of even date,

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief we state that

(i) (a) The Company has maintained proper books/records to show full particulars including quantitative details and situations of its fixed assets.

(b) As explained to us, all the assets of the company have been physically verified by the management using a regular program of verification by rotation, 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 physical verification.

(c) Fixed assets disposed off during the year were not substantial and such sale has not affected the going concern of the company.

(ii) (a) Inventory has been physically verified by the management. In our opinion, frequency of verification is reasonable.

(b) The procedures of physical verification of inventories 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, the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

(iii) The company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Consequently, paragraph 4 (iii) (a), (b), (c), (d), (e), (f), (g) of the Companies (Auditor's Report) Order 2003 are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, 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 the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 are made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, company has not accepted any Public Deposits during the year. Therefore the provision 5 of Clause (vi) of paragraph 4 of the Order are not applicable of the company.

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

(viii) We have broadly reviewed the books of accounts relating to materials, labour, and other items of cost maintained by the Company pursuant to the rules made by the Central Government, for the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act,1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to information & explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, Service Tax, custom duty and cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the company examined by us, in our opinion, there is no amount in respect of provident fund, investor education protection fund, employees' state insurance, income Tax, sales Tax, wealth Tax, service tax, Custom Duty Excise Duty and cess, which have not been deposited on account of any dispute. However in case of sales tax and income tax, demands aggregating Rs. 709.63 lacs have not been deposited on account of disputes as detailed below:

Related Authority Financial Disputed to where Case Year Amount is pending (Rs. in Lacs)

EntryTax/ Hon'ble Allahabad 1999-00, 2000-01, 40.90 Trade Tax High Court 2003-04, 2004-05 2005-06, 2006-07

Commercial/ Hon'ble Allahabad 2007-08 24.55 Trade Tax High Court

Income Tax DCIT-6 Kanpur 1997-98 3.50

Income Tax Income Tax Appellate 1998-99 & 209.23 Tribunal, Luacknow 2003-04

Income Tax CIT (Appeals), 2001-02 & 431.45 (Kanpur) 2002-03

Total 709.63

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to information and explanations given to us the company is not a chit fund or a nidhi or mutual benefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the Order are not applicable to the company.

(xiv) According to information and explanations given to us the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable to the company.

(xv) On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the term loan raised by the company during the year has been applied for the purpose for which it was raised.

(xvii) According to information and explanation given to us and on overall examination of Balance Sheet and Cash Flows of the Company, we are of the opinion that there are not funds raised on short term basis that have been used for long term basis.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintain under section 301of the Act, during the year.

(xix) The Company has not issued any debentures during the year. Therefore provisions of Clause 4(xix) of the order are not applicable to the company.

(xx) The company has not raised any money from the public during the year under audit.

(xxi) In our opinion and according to the information and explanation given to us, no material fraud on or by the company has been noticed are reported during the year.

For Khamesra Bhatia & Mehrotra

Chartered Accountants

(Registration No. 001410C)

ANAND SAXENA

Place : Kanpur Partner

Date : May 28th, 2011 M.No. 075801
















Mar 31, 2010

We have audited the attached Balance Sheet of M/S MIRZA INTERNATIONAL LIMITED [formerly known as MIRZA TANNERS LIMITED] as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement 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.

1. We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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.

2. As required by the Companies (Auditors Report) Order, issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956. we annex hereto a statement on the matters specified in the said Order.

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

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

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

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

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

(e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act. 1956 as on 31st March 2010.

(f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with and subject to the notes thereon, give the information required by the Companies Act, 1956, in

(g) the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and;

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

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



Annexure to the Auditors Report



Referred to in paragraph 2 of our report of even date,

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief we state that

(i) (a) The Company has maintained proper books / records to show full particulars including quantitative details and situations of its fixed assets.

(b) All the assets of the company have been physically verified by the management during the year and a regular program of verification by rotation is in force, which, in our opinion is reasonable having regard to the size of the company.

(c) Fixed assets disposed off during the year were not substantial and such sale has not affected the going concern of the company.

(ii) (a) Inventory has been physically verified by the management. In our opinion, frequency of verification is reasonable.

(b) The procedures of physical verification of inventories 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. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

(iii) The company has neither granted nor taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956. Consequently, paragraph 4 (iii) (a), (b), (c), (d), (e), (f), (g) of the Companies (Auditors Report) Order 2003 are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, 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 the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act 1956 are made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, company has not accepted any Public Deposits during the year.

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

(viii) We have broadly reviewed the books of accounts relating to materials, labour, and other items of cost maintained by the Company pursuant to the rules made by the Central Government, for the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to information & explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, Service Tax, custom duty and cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, in our opinion, no undisputed amounts payable in respect of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the company examined by us, in our opinion, no undisputed amount payable in respect of provident fund, investor education protection fund, employees state insurance, income Tax, sales Tax, wealth Tax, service tax, Custom Duty Excise Duty and cess, which have not been deposited on account of any dispute. However in case of sales tax and income tax, demands aggregating Rs.1184.05 lacs have not been deposited on account of disputes as detailed below;

Related Authority Financial Disputed to where Case Year Amount is pending (Rs. in Lacs)

EntryTax/ Honble Allahabad 1999-2000, 40.90

Trade Tax High Court 2000-2001,

2003-04, 2004-05

2005-06

2006-07

Commercial/ Honble Allahabad 2007-2008 24.55 Trade Tax High Court

Income Tax CIT (Appeals). 1999-2000, 924.04

2000-2001,

2001-2002,

2002-2003,

2004-2005 &

2005-2006

Income Tax Application Pending 2003-2004 194.56 u/s 154

Total 1184.05

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution, bank or debenture holders.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to information and explanations given to us the company is not a chit fund or a nidhi or mutual benefit fund/society. Accordingly, the provisions of clause 4 (xiii) of the order are not applicable to the company.

(xiv) According to information and explanations given to us the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the order are not applicable to the company.

(xv) On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the term loan raised by the company during the year has been applied for the purpose for which it was raised.

(xvii) On an overall examination of Balance Sheet and Cash Flows of the Company, we report that the Company has used funds raised on short term basis to the extent of Rs. 310.67 lacs, for long term purpose.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act, during the year.

(xix) The Company has not issued any debentures during the year. Therefore provisions of Clause 4(xix) of the order are not applicable to the company.

(xx) The company has not raised any money from the public during the year under audit.

(xxi) One incident involving fraudulent withdrawl of Rs. 0.80 lacs from the Companys bank account using forged cheque and signature was noticed by the management during the year and has been appropriately incorporated in the accounts.

For Khamesra Bhatia & Mehrotra

Chartered Accountants

ANAND SAXENA

Place : Kanpur Partner

Date : 22.05.2010 M.No. 075801

 
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