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Auditor Report of Mold-Tek Technologies Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of MOLD-TEK TECHNOLOGIES LIMITED , which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

Report on Other Legal and Regulatory

Requirements

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 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, 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 - Refer Note 35 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- Refer Note 32 to the Financial Statements.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

(i) a) The Company maintains a soft copy record of its depreciable assets, reflecting a year wise classification of assets of such category. The record does not include quantitative details and the situation/ location of its depreciable assets are not recorded.

b) We are informed that no physical verification of fixed assets has been carried out by the management during the year ended 31st March, 2015.

During the year, we are informed that the company has not disposed of a substantial part of its fixed assets.

(ii) The company has no inventories or stocks inviting comment on inventories. Work-in process being a portion of unbilled service works at the Balance Sheet date as certified by management and is suitably accounted.

(iii) a) The Company has not granted/ taken any loans, secured or unsecured to/ from the companies, firms of other parties covered in the register maintained under Section 189 of the Companies Act, 2013, except in respect of current account transactions with its associate/ group company, M/s Mold-tek Packaging Limited.

b) In respect of the debit balances and advances in the nature of loans, including amounts due on current accounts, no stipulations have been made as to repayments, and management expresses confidence in recovering and/or adjustment of the amounts due.

(iv) a) In our opinion and according to the information and explanations given to us, there exist adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods.

b) Certain areas /procedures and control weaknesses identified during the course of internal/statutory audit and other reviews need to be considered for improvement and up-gradation to better levels.

c) While we have not observed any continuing failure of intent to correct identified weaknesses in internal controls during the course of our audit, observations made need to be comprehensively addressed and rectified.

(v) In our opinion and explanations given to us, the company has not invited or accepted any deposits from the public attracting the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under. No order has been passed by the Company Law Board regarding compliance of above said provisions.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the services rendered by the Company.

(vii) a)According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes:

Name of the Nature of dues statute

Income Tax TDS on payment made to purchase of Section 201(1) software permanent use Licenses

Section 201(1) TDS on payment made to purchase of software permanent use licenses

Section 201(1) TDS on payment made to purchase of software permanent use licenses

Section 201(1) TDS on payment made to purchase of software permanent use licenses

Period to Forum where Amount which the dispute is (in Rs) amount relates pending

Income Tax 7,16,713 AY 2007-08 ITAT

Section 201(1) 17,08,981 AY 2008-09 ITAT

Section 201(1) 8,27,076 AY 2009-10 ITAT

Section 201(1) 4,30,661 AY 2010-11 ITAT

c) According to the information and expLanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the reLevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) In our opinion, there are no accumulated Losses of the Company and therefore disclosure of the same is not applicable. The Company has not incurred cash Losses during the financial year covered by our audit.

(ix) In our opinion and according to the information and expLanation, there are no defaults on dues to financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the expLanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion, the Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Praturi & Sriram Chartered Accountants

Fim Reg. No. 002739S

Sri Raghuram Praturi Partner Membership No. 221770

Hyderabad 19th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Mold-Tek Technologies Limited, which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and 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 Financial Statements

The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act'') read with the General Circular 15/ 2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We bedieve 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 subject to:

i. Of the debtors balances, Rs. 82.47 lakhs have been written off during the year (which includes an amount of Rs. 70.91 lakhs receivable from subsidiaries). No provision has been made for the debtors outstanding for more than 9 months to the tune of Rs. 93.19 lakhs, for which the management opines that all the amounts are good and recoverable.

ii. Under or non-provision of gratuity liability based on actuarial valuation of Rs. 53.30 lakhs as at beginning of the year i.e. 31st March, 2013 in accordance with the requirements of Accounting Standard 15 and leave encashment as per actuarial valuation Rs. 19.14 lakhs, adversely impacting long-term liabilities, earlier years'' profits and correspondingly reserves.

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

c. The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of Companies Act, 2013 except for AS-22 and 15, 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 as on 31st March, 2014 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

The annexure referred to in paragraph 1 of the our report of even date to the members of Mold-Tek Technologies Limited on the accounts of the company for the year ended 31st March, 2014

1. In respect of its fixed assets:

a. The Company maintains a soft copy record of its depreciable assets, reflecting a year wise classification of assets of such category. The record does not include quantitative details and the situation/ location of its depreciable assets. Non- depreciable assets are not recorded.

b. We are informed that no physical verification of fixed assets has been carried out by the management during the year ended 31st March, 2014.

c. During the year, we are informed, that the Company has not disposed off a substantial part of its fixed assets.

2. The Company has no inventories or stocks inviting comment on inventories. Work-in- process being a portion of unbilled service works at the Balance Sheet date as certified by management and is suitably accounted.

3. a. The Company has not granted/taken any loans, secured or unsecured to/from the companies, firms of other parties covered in the register maintained under Section 301 of the Companies Act, 1956, except in respect of current account transactions with its associate/group company, M/s. Mold-Tek Packaging Limited.

b. In respect of the debit balances, amounts due on current accounts, & advances in the nature of loans, no stipulations have been made as to repayments, and management expresses confidence in recovering and/or adjustment of the amounts due.

4. a. In our opinion, and according to the information and explanations given to us, there exist adequate internal control procedures commensurate with the size of the Company, and the nature of its business for the purchase of inventory & fixed assets and for the sale of services.

b. Certain areas/procedures and control weaknesses identified during the course of internal/statutory audit and other reviews need to be considered for improvement and up-gradation to better levels.

c. While we have not observed any continuing failure of intent to correct identified weaknesses in internal controls during the course of our audit, observations made need to be comprehensively addressed and rectified.

5. a. According to the information and explanations provided by the management, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, at prices which are prima facie reasonable having regard to prevailing market prices.

6. In our opinion and explanations given to us, the company has not invited or accepted any deposits from the public attracting the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. No order has been passed by the Company Law Board regarding compliance of above said provisions. However, security deposits received from employees Rs. 3.41 lakhs are not maintained in a separate bank account as stipulated in Section 417 of Companies Act, 1956.

7. The Company presently has an internal audit conducted by an external agency, which needs to be modified/reviewed for its depth & scope so as to make it commensurate with the size of the Company & the nature of its business.

8. The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the services of the Company, as per Cost Accounting Records Rules, 2011. A suitable compliance/ report in this regard remains pending.

9. a. According to the records of the Company furnished to us, the Company is regular in depositing undisputed statutory dues including, provident fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues with delays of nominal nature.

b. According to the information and explanations given by the management, there are no undisputed amounts payable in respect of, service tax, wealth tax, customs duty and cess or other material statutory dues were in arrears as at 31st March, 2014 for a period of more than six months from the date they become payable.

c. However, according to the information and explanation given to us, the following are details of the issues on which the Company is disputing the payment of taxes:

Name of the Nature of dispute Disputed statute tax amount Rs.

Income Tax Section 201(1) TDS on payment made to purchase of software permanent use licenses 7,16,713

Section 201(1) TDS on payment made to purchase of software permanent use licenses 17,08,981

Section 201(1) TDS on payment made to purchase of software permanent use licenses 8,27,076

Section 201(1) TDS on payment made to purchase of software permanent use licenses 4,30,661

Name of the Period to which Forum where statute the payment dispute is relates (AY) pending

Income Tax Section 201(1) AY 2007-08 ITAT

Section 201(1) AY 2008-09 ITAT

Section 201(1) AY 2009-10 ITAT

Section 201(1) AY 2010-11 ITAT

10. In our opinion, there are no accumulated losses of the Company and therefore disclosure of the same is not applicable. The Company has not incurred cash losses during the financial year covered by our audit.

11. In our opinion and according to the information and explanations given to us, there are no defaults on dues payable to institutions/banks/ others on the date of the Balance Sheet.

12. We are informed that the company has not granted loans and 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

15. We are informed that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term-loans availed have generally been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that during the period under review, long-term funds of Rs. 244.46 lakhs have been used for short- term purposes.

18. According to the information and explanations given to us, during the period covered by our audit report, allotted warrants on preferential basis at Rs. 31.20.

19. According to information and explanations given to us, during the period covered by our audit report, the Company has not issued debentures.

20. According to information and explanations given to us, the Company has not raised monies by means of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For PRATURI & SRIRAM Chartered Accountants Firm Registration No. 002739S

Sri Raghuram Praturi Hyderabad Partner 29th May, 2014 Membership No. 221770


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Mold-Tek Technologies Limited, which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and 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 Financial Statements

The Company''s management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control/s relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal controls relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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, subject to the following:

1. Under or non-provision towards employee benefits in accordance with Accounting Standard -15 (Employee Benefits), of gratuity liability and leave encashment, thereby adversely impacting long term liabilities, current liabilities and correspondingly profits for the current year and reserves. We are unable to quantify the extent of short provision in the absence of suitable actuarial valuation [Refer Note 7(b)].

2. Non-provision of cumulative deferred tax liability in accordance with Accounting Standard 22 Taxes on Income, ofRs.147.52 lakhs (net), impacting noncurrent liabilities and reserves and surplus values as the year end [Refer Note 8].

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us.

c. The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards except for Accounting Standards 22 and 15, 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 as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

1. In respect of its fixed assets:

a. The Company maintains a soft copy record of its depreciable assets, reflecting a year wise classification of assets of such category. The record does not include quantitative details and the situation/ location of its depreciable assets.

b. We are informed that no physical verification of fixed assets has been carried out by the management during the year ended 31st March, 2013.

c. During the year, we are informed, that the Company has not disposed off a substantial part of its fixed assets.

2. The Company has no inventories or stocks inviting comment on inventories. Work-in-process being a portion of unbilled service works at the Balance Sheet date as certified by management and is suitably accounted.

3. a. The Company has not granted/taken any

loans, secured or unsecured to/from the companies, firms of other parties covered in the register maintained under section 301 of the Companies Act, 1956, except in respect of transactions with its

associate/group company, M/s. Mold-Tek Packaging Limited.

b. In respect of the debit balances, amounts due on current accounts, & advances in the nature of loans, no stipulations have been made as to repayments, and management expresses confidence in recovering and/or adjustment of the amounts due.

4. a. In our opinion, and according to the information and explanations given to us, there exist adequate internal control procedures commensurate with the size of the Company, and the nature of its business for the purchase of inventory & fixed assets and for the sale of services.

b. Certain areas/procedures and control weaknesses identified during the course of internal/statutory audit and other reviews need to be considered for improvement and up-gradation to better levels.

c. While we have not observed any continuing failure of intent to correct identified weaknesses in internal controls during the course of our audit,

observations made need to be comprehensively addressed and rectified.

5. a. According to the information and

explanations provided by the management, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, at prices which are prima facie reasonable having regard to prevailing market prices.

6. In our opinion and explanations given to us, the company has not invited or accepted any deposits from the public attracting the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. No order has been passed by the Company Law Board regarding compliance of above said provisions. However, security deposits received from employees Rs.3,86,107 are not maintained in a separate bank account as stipulated in Section 417 of Companies Act, 1956.

7. The Company presently has an internal audit conducted by an external agency, which needs to be modified/reviewed for its depth & scope so as to make it commensurate with the size of the Company & the nature of its business.

8. The Central Government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the services of the Company, as per Cost Accounting Records Rules, 2011. A suitable compliance/ report in this regard remains pending.

9. a. According to the records of the Company

furnished to us and information and explanations given to us by the management, the Company is regular in depositing undisputed statutory dues including, provident fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues with delays of nominal nature.

b. According to the information and explanations given by the management, there are no undisputed amounts payable in respect of, service tax, wealth tax, customs duty and cess or other material statutory dues were in arrears as at 31st March, 2013 for a period of more than six months from the date they become payable.

c. However, according to the information and explanation given to us, the following are details of the issues on which the company is disputing the payment of taxes:

Name of the Nature of dispute Disputed Period to which Forum where statute tax amount the payment dispute is Rs relates (AY) pending

Income Tax

Section 201(1) TDS on payment made to purchase of software permanent use licenses 7,16,713 AY 2007-08 ITAT

Section 201(1) TDS on payment made to purchase of software permanent use licenses 17,08,981 AY 2008-09 ITAT

Section 201(1) TDS on payment made to purchase of software permanent use licenses 8,27,076 AY 2009-10 ITAT

Section 201(1) TDS on payment made to purchase of software permanent use licenses 4,30,661 AY 2010-11 ITAT

36,83,431

10. In our opinion, there are no accumulated losses of the Company and therefore disclosure of the same is not applicable. The Company has not incurred cash losses during the financial year covered by our audit.

11. In our opinion and according to the information and explanations given to us, there are no defaults on dues payable to institutions/banks/ others on the date of the Balance Sheet.

12. We are informed that the company has not granted loans and 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

15. We are informed that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term-loans availed have generally been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that during the period under review, long term funds have not been used for short term purposes.

18. According to information and explanations given to us, during the period covered by our audit report, the company has not made any preferential allotment to the parties covered in the register maintained under Section 301 of the companies act.

19. According to information and explanations given to us, during the period covered by our audit report, the Company has not issued debentures.

20. According to information and explanations given to us, the Company has not raised monies by means of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For PRATURI & SRIRAM

Chartered Accountants

Firm Registration No. 002739S



Sri Raghuram Praturi

Hyderabad Partner

30th May, 2013 Membership No. 221770


Mar 31, 2012

We have audited the attached Balance Sheet of Mold- Tek Technologies Limited as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's management and our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidencing 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956 we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

2. Further to our comments in the annexure referred to 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 purposes of our audit;

b. In our opinion, proper books of accounts, 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 accounts;

d. In our opinion, subject to our comments in Para 2 (f) below, these financial statements have been prepared in compliance with the applicable accounting standards referred to in sub-clause (3C) of Section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required subject to:

i. Non-provision of Rs.26,69,089 towards gratuity and Rs.12,95,806 towards leave encashment during the year based on actuarial valuation, resulting in overstatement of profits of the current year to the tune of Rs.39,64,895 and correspondingly understating long term liabilities (refer Note 25).

ii. In addition to the (i) above, non- provision of Rs.36,85,306 towards gratuity and Rs.21,62,843 towards leave encashment pertaining to earlier years, as at Balance Sheet date based on actuarial valuation, resulting in overstatement of reserves and surplus to the tune of Rs.58,48,149 and correspondingly, understating long-term liabilities (refer Note 8). gives 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 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 of the Company for the year ended on that date.

1. In respect of its fixed assets:

a. The Company maintains a soft copy record of its depreciable assets, reflecting a year wise classification of assets of such category. The record does not include quantitative details and the situation/ location of its depreciable assets. Non- depreciable assets are not recorded.

b. We are informed that no physical verification of fixed assets has been carried out by the management during the year ended 31st March, 2012.

c. During the year, we are informed, that the Company has not disposed off a substantial part of its fixed assets.

2. The Company has no inventories or stocks inviting comment on inventories. Work-in- process being a portion of unbilled service works at the Balance Sheet date as certified by management is suitably accounted.

3. a. The Company has not granted/taken any loans, secured or unsecured to/from the companies, firms of other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except in respect of current account transactions with its associate/group company, M/s. Mold-Tek Packaging Limited.

b. In respect of the debit balances and advances in the nature of loans, including amounts due on current accounts, no stipulations have been made as to repayments, and management expresses confidence in recovering and/or adjustment of the amounts due.

4. a. In our opinion, and according to the information and explanations given to us, there exist adequate internal control procedures commensurate with the size of the Company, and the nature of its business for the purchase of inventory & fixed assets and for the sale of goods and services.

b. Certain areas/procedures and control weaknesses identified during the course of internal/statutory audit and other reviews need to be considered for improvement and up-gradation to better levels.

c. While we have not observed any continuing failure of intent to correct identified weaknesses in internal controls during the course of our audit, observations made need to be comprehensively addressed and rectified.

5. a. According to the information and explanations provided by the management, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, at prices which are prima facie reasonable having regard to prevailing market prices.

6. In our opinion and explanations given to us, the Company has not invited or accepted any deposits from the public attracting the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. No order has been passed by the Company Law Board regarding compliance of above said provisions. However, security deposits received from employees Rs.5,62,047 are not maintained in a separate bank account as stipulated in Section 417 of the Companies Act, 1956.

7. The Company presently has an internal audit conducted by an external agency, which needs to be reviewed for its depth & scope so as to make it commensurate with the size of the Company & the nature of its business.

8. The central government has prescribed maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the services of the Company, as per Cost Accounting Records Rules, 2011. A suitable compliance/ report in this regard remains pending.

9. a. According to the records of the Company furnished to us, the Company is regular in depositing undisputed statutory dues including, provident fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues with delays of nominal nature.

b. According to the information and explanations given by the management, there are no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty and excise duty and cess which were in arrears as 31st March, 2012 for a period of more than six months from date they become payable.

10. In our opinion there are no accumulated losses of the Company and therefore disclosure of the same is not applicable. The Company has not incurred cash losses during the financial year covered by our audit.

11. In our opinion and according to the information and explanations given to us, there are no defaults on dues payable to institutions/bank/ others on the date of the Balance Sheet.

12. We are informed that the Company has not granted loans and 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 or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

15. We are informed that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term-loans availed have generally been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that during the period under review, long-term funds to the extent of Rs.372.58 lakhs have been used for short term purposes.

18. The company has made a preferential allotment of 5,10,000 equity shares of Rs.10 each at a premium of Rs.70 to parties and companies, some of whom are covered in the register maintained under Section 301 of the Act, at prices which are determined in accordance with Chapter XIII of SEBI Regulations, 2000, and thereby not prejudicial to the interest of the Company.

19. According to information and explanations given to us, during the period covered by our audit report, the Company has not issued debentures.

20. According to information and explanations given to us, the Company has not raised monies by means of public issue during the year.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit. For PRATURI & SRIRAM

Chartered Accountants

Firm Registration No. 002739S

Sri Raghuram Praturi

Hyderabad Partner

29th May, 2012 Membership No. 221770


Mar 31, 2010

We have audited the attached Balance Sheet of Mold-Tek Technologies Limited as at 31st March, 2010 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Companys management and our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

2. Further to our comments in the annexure referred to 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 purposes of our audit;

b. In our opinion, proper books of accounts, as required by law, have been kept by the Company so far as appears from our examination of those books;

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

d. In our opinion, these financial statements have been prepared in compliance with the applicable accounting standards referred to in sub-clause (3C) of Section 211 of the Companies Act, 1956.

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

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required, subject to:

- the impact of non consideration of a suitable charge off of goodwill forming part of fixed assets (Refer Note 6 c);

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;

ii. in the case of Profit and Loss Account, of the profit of the Company for the period ended on that date; and

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

Annexure to Auditors Report (Referred to in paragraph 1 of our report of even date attached)

1. In respect of its fixed assets

a. The Company maintains a soft copy record of its depreciable assets, reflecting a year-wise classification of assets of such category. The record does not include quantitative details and the situation/ location of its depreciable assets. Nondepreciable assets are not recorded.

b. We are informed that no physical verification of fixed assets has been carried out by the management during the year ended 31st March, 2010.

c. During the year we are informed that the Company has not disposed off a substantial part of its fixed assets. It however sold a part of its office building and land thereto to Mold-tek Packaging Limited, after obtaining the necessary no objection clearances approvals from the bankers.

2. The Company has no inventories or stocks inviting comment on inventories. Work-in-process, being a portion of unbilled service works as at the balance sheet date, is suitably accounted.

3. a. The Company has not granted/taken any

loans, secured or unsecured to/from the companies, firms of other parties covered in the register maintained under Section 301 of the Companies Act, 1956, except in respect of current account transactions with its associate/group company, Mold-tek Packaging Limited.

b. In respect of the debit balances and advances in the nature of loans, including amounts due on current accounts, no stipulations have been made as to repayments, and management expresses confidence in recovering and/or adjustment of the amounts due.

4. a. In our opinion, and according to the information and explanations given to us, there exits adequate internal control procedures commensurate with the size of the Company, and the nature of its business for the purchase of inventory & fixed assets and for the sale of goods and services.

b. Certain areas/procedures and control weaknesses identified during the course of internal/statutory audit and other review need to be considered for improvement and up-gradation to better levels.

c. While we have not observed any continuing failure of intent to correct identified weaknesses in internal controls during the course of our audit, observations made need to be comprehensively addressed and rectified.

5. a. According to the information and explanations provided by the management, the transactions that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, at prices which are prima facie reasonable having regard to prevailing market prices.

6. In our opinion and explanations given to us, the Company has not invited or accepted any deposits from the public attracting the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under. No Order has been passed by the Company Law Board regarding compliance of above said provisions.

7. The Company presently has an internal audit conducted by an external agency, which needs to be reviewed for its depth and scope so as to make it commensurate with the size of the Company & the nature of its business.

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

9. a. According to the records of the Company furnished to us, the Company is regular in depositing undisputed statutory dues including, provident fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues, except instances of Income Tax Deducted at Source which has been deposited with the appropriate authorities with delays of nominal nature.

b. According to the information and explanations given by the management, there are no undisputed amounts payable in respect of income tax, sales tax, wealth tax, customs duty and excise duty and cess which were in arrears as at 31st March, 2010 for a period of more than six months from date they become payable

10. In our opinion there are no accumulated losses of the company and therefore disclosure of the same is not applicable. The Company has not incurred cash losses during the financial year covered by our audit.

11. In our opinion and according to the information and explanations given to us, there are no dues payable to institutions/bank/others on the date of signing of this report.

12. We are informed that the Company has not granted loans and 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 or a Nidhi/Mutual Benefit Fund/Society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

15. We are informed that the Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion, the term-loans availed have generally been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that during the year under review, long term funds from sale of fixed assets of ?4.40 crore have been used for short term purposes.

18. According to information and explanations given to us, during the period covered by our audit report, the Company has not issued debentures.

19. According to information and explanations given to us, the Company has not raised money by public issue during the year.

20. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For PRATURI & SRIRAM

Chartered Accountants Firm Registration No. 002739S

K. SRIRAM

Hyderabad Partner

1st September, 2010 Membership No. 37821

 
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