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Auditor Report of Munoth Financial Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of MUNOTH FINANCIAL SERVICES LIMITED, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are 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 Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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

Basis for Qualified Opinion

The company has not provided for a provision of Rs. 23,138,833/- being the diminution in the market value of Quoted Investments held by the Company.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion Paragraph, 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:

i. In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015;

ii. In the case of the statement of profit and loss, of the loss 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.

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 section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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 purpose of our audit;

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

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

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

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

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

(i) The Company has disclosed the impact of pending litigation on its financial position in its financial statements Refer Note No. 25 to its financial statements.

(ii) 'The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

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

Annexure (referred to in paragraph 7) Our Report of even date to the members of MUNOTH FINANCIAL SERVICES LIMITED on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(ii) The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act and accordingly the provisions of the clause(iii) of paragraph 3 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 adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

(v) The Company has not accepted any deposits and accordingly the provisions of clause (v) of paragraph 3 of the Order are not applicable to the company

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act

(vii) (a) According to the information and explanations given to us and based on the records of the

company examined by us, the company has generally been regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us the following are the details of disputed Income Tax dues with the authority concerned

(In Thousands)

NAME OF THE FORUM WHERE DISPUTE IS PENDING DISPUTED STATUTORY DUES AMOUNT

Income Tax Commissioner of Income Tax (Appeals) 58

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise

(viii) As at 31st March, 2015, the Company has been registered for a period more than 5 years; and the Company does not have any accumulated loss at the end of the financial year .

The Company has incurred cash losses of Rs. Nil in the current financial year and cash losses of 4.62 Lakhs in the immediately preceding financial year.

(ix) According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures during the year.

(x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year

(xi) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For Mardia & Associates Chartered Accountants Firm's registration number: 007888S

(Manish Mardia) Place: Chennai Proprietor Date: 22.05.2015 Membership number: 205307


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of MUNOTH FINANCIAL SERVICES LIMITED which comprise the Balance Sheet as at 31 March 2014, 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''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Basis for Qualified Opinion

The company has not provided for a provision of Rs. 22,276,170/- being the diminution in the market value of Quoted Investments held by the Company.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion Paragraph, 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2014;

ii. in the case of the statement of profit and loss, of the loss 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.

Report on Other Legal and Regulatory Requirements

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

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [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 Cash Flow Statement dealt with by this Report are in agreement with the books of accounts [and with the returns received from branches not visited by us] ;

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

e. On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS REPORT

REF: M/s MUNOTH FINANCIAL SERVICES LTD

The Annexure referred to in our report to the members of MUNOTH FINANCIAL SERVICES LIMITED for the year ended 31st March 2014. We report that:

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

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

(c) There is no substantial disposal of fixed assets during the year.

2. The company is not holding any inventory therefore the provisions of clause 4(ii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

3. (a) As Informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. As such, clause 4(iii)(a) to 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable. The Company has taken an unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The outstanding balance of such loan taken was Rs.36,45,051/- and the maximum amount involved during the year was Rs.36,45,051/-

(b) The rate of interest and other terms and condition of the aforesaid loan was prima facie not prejudicial to the interest of the Company.

(c) There is no stipulation as to repayment of principal and interest.

4. According to information and explanation given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that are need to be entered in the register in pursuance of Section 301 have been so entered.

(b) Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public attracting the provisions of Section 58 A of the Companies Act 1956 and the rules framed there under.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956.

9. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

10. The Company does not have any accumulated loss at the end of the financial year .The Company has incurred cash losses of Rs.4.62 Lakhs in the current financial year and cash losses of 12.87 Lakhs in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. 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 fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statute applicable to chit fund, mutual fund, society are not applicable to the company.

14. The company has maintained proper records of the transactions and contracts and has timely entries in respect of its dealing of trading in shares, securities, debentures register showing proper particulars of transactions. The investments are in the name of the company other than those specified in Note 11 on Non Current Investments forming part of Balance Sheet amounting to Rs.1,75,56,107/-

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanation given to us the company has not taken any term loan hence clause (XVI) of the order is not applicable.

17. According to the balance sheet and other records examined by us and information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie not been used during the year for long term investment .

18. 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.

19. The company has not issued any debentures during the year.

20. The company has not received any money by public issues during the year.

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

For Mardia & Associates Chartered Accountants Firm''s registration number : 007888S

( Manish Mardia) Place : Chennai Proprietor Date : 20/05/2014 Membership number: 205307


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MUNOTH FINANCIAL SERVICES LIMITED which comprise the Balance Sheet as at 31 March 2013, 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''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the anner 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 31 March 2013; ii. in the case of the statement of profit and loss, of the loss 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. Report on Other Legal and Regulatory Requirements

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

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

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

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branch not visited by us];

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

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

e. on the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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.

f. In our opinion and to the best of our information and according to the explanation given to us, the said accounts, subject to point no 6 of Note 2 regarding non-provision of Rs.2,19,58,387/- being diminution in the market value of quoted Investments and its effect on the profit and other 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.

ANNEXURE TO THE AUDITORS REPORT REF: M/s MUNOTH FINANCIAL SERVICES LTD

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

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

(c) There is no substantial disposal of fixed assets during the year.

2. The company is not holding any inventory therefore the provisions of clause 4(ii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

3. According to the information and explanation given to us the company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956 and as such, clauses 4(iii) (a) to 4(iii) (g) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

4. According to information and explanation given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for sale of services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that are need to be entered in the register in pursuance of Section 301 have been so entered.

(b) Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public attracting the provisions of Section 58 A of the Companies Act 1956 and the rules framed thereunder.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956.

9. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

10. The Company does not have any accumulated loss at the end of the financial year .The Company has incurred cash losses of Rs. 12.87 Lakhs in the current financial year and cash losses of 51.58 Lakhs in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. 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 fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of any special statute applicable to chit fund, mutual fund, society are not applicable to the company.

14. The company has maintained proper records of the transactions and contracts and has timely entries in respect of its dealing of trading in shares, securities, debentures register showing proper particulars of transactions. The investments are in the name of the company other than those specified in Note 11 on Non Current Investments forming part of Balance Sheet amounting to Rs.1,75,56,107/-

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanation given to us the company has not taken any term loan hence clause (XVI) of the order is not applicable.

17. According to the balance sheet and other records examined by us and information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie not been used during the year for long tern investment.

18. 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.

19. The company has not issued any debentures during the year.

20. The company has not received any money by public issues during the year.

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

Chartered Accountants

Firm''s registration number: 007888S

(Manish Mardia)

Place : Chennai Proprietor

Date : 29/05/2013 Membership number: 205307


Mar 31, 2012

We have audited the attached Balance sheet of M/s. Munoth Financial Services Limited as at March 31, 2012 and the Profit and Loss account, cash flow 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.

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

As required by the companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclosed in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said order.

Further to our comments in the Annexure referred to in paragraph 1 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 account;

d) In our opinion, the Balance sheet, Profit and Loss Account, Cash Flow Statement, dealt with by this report 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 representation received from the directors as on 31st March 2012 and taken on record by Board of Directors, we report that none of the directors are disqualified as on 31st March 2012 from being appointed as the directors under clause (g) of subsection (1) of the Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts,, subject to point no 6 of Note 2 regarding non-provision of Rs. 2,19,76,897/- being diminution in the market value of quoted investments and its effect on the profit and other 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 Profit and Loss Account, of the LOSS of the Company for the year ended 31st March 2012.

(iii) In the case of the cash Flow statement of the cash flows for the year ended 31st March 2012

ANNEXURE TO THE AUDITORS REPORT

REF: M/S MUNOTH FINANCIAL SERVICES LIMITED

(Referred to in paragraph (1) of our report of even date)

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

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

(c) There is no substantial disposal of fixed assets during the year.

2. The Company is not holding any inventory therefore the provisions of clause 4(ii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

3. According to the information and explanation given to us the company has not granted/ taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the act, 1956 and as such, clauses 4 (iii) (a) to 4(iii) (g) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable.

4. According to information and explanation given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and for sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

5. (a) To the best of our knowledge and belief and according to the information and explanations, given to us, transactions that are need to be entered in the register in pursuance of Section 301 have been so entered.

(b) Each of these transactions has been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted deposits from the public attracting the provisions of section 58A of the Companies Act 1956 and the rules framed thereunder.

7. In our opinion and according to explanations and information given to us, the Company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the Company is not required to maintain the cost accounts and records prescribed by the Central Government under Clause (d) of Sub-Section (1) of section 209 of the Companies Act, 1956.

9. (a) The Company is regular in depositing undisputed statutory dues including provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

(b) Details of dues in tax in respect of income tax, excise duty, custom duty, wealth tax, sales tax, service tax and cess which have not been deposited as on 31st March 2012 on account of disputes are given below

Statute Nature of Dues Forum where Period to which Amount Involved Dispute is pending the amount relate (Rs)

Income Tax Act, 1961 Income Tax ITAT, Chennai 2007-2008 96948.00

10. The company does not have any accumulated loss at the end of the financial year. The Company has incurred cash losses of Rs. 51.58 Lakhs in the current financial year and cash losses of Rs. 23.37 Lakhs in the immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders

12. 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 fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of any special statute applicable to chit fund, mutual fund, society are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts and has timely entries in respect of its dealing of trading in shares, securities, debentures register showing proper particulars of transactions. The investments are in the name of the Company other than those specified in Note 11 on Non Currrent investments forming part of Balance sheet amounting to Rs. 1,75,56,107/-

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions

16. In our opinion and according to the information and explanation given to us the Company has not taken any term loan hence clause (XVI) of the order is not applicable

17. According to the balance sheet and other records examined by us and information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie not been used during the year for long term investment

18. 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.

19. The Company has not issued any debentures during the year

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

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

FOR MARDIA & ASSOCIATES

Chartered Accountants

Firm Reg No: 007888S

Place : CHENNAI MANISH MARDIA

Date : 26/05/2012 (Proprietor)

M.No:205307


Mar 31, 2010

We have audited the attached Balance Sheet of M/S. MUNOTH FINANCIAL SERVICES LTD, as at 31st March 2010 and the Profit and Loss Account, Cash Flow 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.

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

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the said Order.

Further to our comments in the Annexure referred to in paragraphs 1 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 account;

d) In our opinion, the Balance Sheet, Profit and Loss Account, Cash Flow Statement dealt with by this report 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 representation received from the directors as on 31st March 2010 and taken on record by Board of Directors, we report that none of the directors are disqualified as on 31st March 2010 from being appointed as the directors under clause (g) of sub section (1) of the section 274 of the Companies Act, 1956

f) In our opinion and to the best of our information and according to the explanation given to us, the said accounts, subject to note No. 9(b) regarding non-provision of Rs.2,24,11,007/- being diminution in the market value of quoted Investments and its effect on the profit and other 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 2010

(ii) In the case of the Profit and Loss Account, of the PROFIT of the company for the year ended 31st March 2010

(iii) In the case of the Cash Flow Statement of the cash flows for the year ended 31st March 2010.

ANNEXURE TO THE AUDITORS REPORT REF: M/s MUNOTH FINANCIAL SERVICES LTD (Referred to in paragraph (1) of our report of even date)

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

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

c. There is no substantial disposal of fixed assets during the year.

2. The company is not holding any inventory therefore the provisions of clause 4(ii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

3. According to the information and explanation given to us the company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956 and as such, clauses 4 (iii) (a) to 4 (iii) (g) of the Companies (Auditor Report) order, 2003 (as amended) are not applicable.

4. According to information and explanation given to us and in our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets, and for sale of services.

During the course of our audit, no major weakness has been noticed in the inernal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that are need to be entered in the register in pursuance of Section 301 have been so entered.

b) Each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public attracting the provisions of Section 58 A of the Companies Act 1956 and the rules framed thereunder.

7. In our opinion and according to explanations and information given to us, the company has an internal audit system commensurate with its size and nature of its business.

8. In our opinion, the company is not required to maintain the cost accounts and records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act 1956.

9. The company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities.

10. The Company does not have any accumulated loss at the end of the Financial year and it has not incurred cash losses in the current financial year. [However the company has incurred cash losses during the immediaely proceding financial year.

11. The Company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12. 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 fund or a nidhi/mutual benefit fund/society. Therefore the provision of any special statute applicable to chit fund, mutual fund, society are not applicable to the company.

14. The company has maintained proper records of the transactions and contracts and has timely entries in respect of its dealing of trading in shares, securities, debentures register showing proper particulars of transactions. The investments are in the name of the company other than those specified in schedule E forming part of Balance Sheet amounted to Rs.1,75,56,107/-

15. The company has not given any guarantee for loans taken by others from bank or financial institutions.

16. In our opinion and according to the information and explanation given to us the company has not taken any term loan hence clause (XVI) of the order is not applicable.

17. According to the balance sheet and other records examined by us and information and explanations given to us, on an overall basis, funds raised on short term basis have prima facie not been used during the year for long tem investment.

18. 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.

19. The company has not issued any debentures during the year.

20. The company has not received any money by public issues during the year.

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



For MARDIA & ASSOCIATES

Chartered Accountants

Reg No. : 077888S

MANISH MARDIA

Place : Chennai (Proprietor)

Date : 21.05.2010 Membership No: 205307







 
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