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Auditor Report of MVL Ltd.

Mar 31, 2015

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Mar 31, 2014

1. We have audited the accompanying financial statements of MVL LIMITED ("the Company") which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement of the company for the year ending on 31.03.2014 and a summary of significant accounting policies and other explanatory information.

2. 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 financial position and financial performance of the company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Company 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.

3. 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.

4. 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.

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

6. Basis for Qualified Opinion

Reference is invited to

- Note No. 37 regarding non availability of confirmations in respect of some of the debit and/or credit balances of trade receivables, trade payable, loans, advances, bank account and deposits. In the absence of such confirmations, any provision to be made for the adverse variation in carrying amounts of these balances, are not quantified, as well as the quantum of adjustment if any, required to be made remain unascertained.

7. Qualified Opinion

In our opinion and to the best of our information and according to the explanation given to us, except for possible effects of the matters described in paragraph , 6 above - on the basis of qualified opinion , the financial statements give a true and fare view :-

i) In the case of the Balance sheet, of the state of affairs of the company as at 31st March 2014;

ii) In the case of statement of Profit and Loss of the Profit for the year ending on 31st March, 2014.

iii) In the case of the Cash Flow Statement, of the Cash flow for the year ending on 31st March, 2014

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor''s Report) Order,2003 (as amended) ("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.

9. 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 it appears from our examination of those books.

c. The Financial statements dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 Except provision of leave encashment made on own estimate, rather than on actuarial valuation basis in terms of Accounting standard AS-15 .

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the board of directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies act, 1956

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 8 of the our report of even date to the members of MVL Limited on the financial statements for the year ended 31st March, 2014

I) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its

fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals, as informed to us which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. During the year company has not disposed off substantial part of fixed assets which affects its going concern assumption.

II) a) The Inventory includes lands, under construction projects, construction and development material and development

rights in identified lands. Physical verification of inventory have been conducted at reasonable intervals by the management.

b) In our opinion the procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

c) The company has maintained proper records of inventory. As explained to us no sizeable discrepancies were noticed on physical verification of inventory as compared with the book records;

III) In respect of unsecured loans, granted to the Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 according to the information and explanations given to us;

a) The company has granted loan to its subsidiary, as at the year end, the outstanding balance of such loan was Rs 312.37 Lacs and the maximum outstanding at any time during the year was Rs. 321.64 Lacs.

b) The loan is repayable on demand. There is no provision in respect of interest payable.

c) Since the loan is repayable on demand and there is no stipulation for repayment, regularity of payments can not be commented upon.

d) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

e) Since the company has not taken any loans, secured or unsecured provisions of clause 4 (iii) (e), (f) & (g) of the company (Auditors Report) Order 2003 are not applicable.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures given to us.

V) a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Act have been so entered

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have been made, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

VIII) According to the information given to us, the central government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 in respect of the activities of the company.

IX) a) According to the records of the company, 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, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities, the undisputed statutory dues outstanding for a period of more than six months from the date they become payable are Rs. 200.01 Lacs (Previous period Rs. 230.91lacs) as at the date of balance sheet .

b) According to the information and explanations given to us, demands for Income Tax for Assessment Year 2010-11 amounting to Rs. 86.95 Lacs and for Assessment Year 2011-12 amounting to Rs.57.91 Lacs raised upto the date of balances sheet, against which appeals are pending with CIT (Appeals) New Delhi. The company has not accepted them as payable on account of pending disputes.

X) The Company does not have any accumulated losses as at the year end and has not incurred cash losses during the current year and immediately preceding year.

XI) According to the information and explanations given to us and in our opinion, the company has over dues amounting to Rs. 41.60 crores towards banks. These defaults have occurred on different dates starting from July, 2012. However, the company has applied for restructuring of these loans and the proposals are under consideration of the respective Banks. The Company has no liability for debentures.

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

XIII) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

XIV) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader of securities and other investments. Investments in equity share of unlisted companies and mutual funds are held in its own name.

XV) According to the information and explanations given to us, and the representation made by the management, the guarantees given by the company for loans taken by others from banks, in our opinion are prima facie, not prejudicial to the interest of the company.

XVI) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on a short-term basis have not been used for long-term investment.

XVIII) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order are not applicable.

XIX) During the year, the company has not issued any warrant or debentures.

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

XXI) During the course of the audit carried out 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 nor reported during the year nor have we been informed of such case by the management.

For ARUN KISHORE & COMPANY CHARTERED ACCOUNTANTS ( ICAI Regd.No. 001898 N)

Sd/- Place : New Delhi CA ARUN KISHORE Date : 30th May 2014 PARTNER [Membership No. 10770]


Mar 31, 2013

1. We have audited the attached Balance Sheet of MVL Limited ("the Company") as at 31st Marc 2013, and also the statement of Profit and Loss and Cash Flow Stateme nt of the Company for the period of 15 months ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 mis-statement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

3. As equired by the Companies (Auditor''s report) Order 2003 as amended by Companies (Auditor''s report (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub Section (4A) of Section 227 of the Companies Act, 1956, (The Act) and on the basis ]of such checks of books and records of the company as we considered appropriate and according to information and explanation given to us we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:-i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of these books;

iii) 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;

iv) In our opinion, the balance sheet, statement of profit and loss and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act;

v) On the basis of written representations received from Directors as on 31st March 2013 and taken on record by the Board of Directors, we report that 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 Act;

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts subject to Note No. 31 of the financial statements regarding advances considered doubtful of recovery of Rs. 369.53 Lacs, for which no provision has been made, Note No. 37 regarding unconfirmed balances and read together with thesignificant accounting Policies and notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013; b) in the case of the Statement of Profit and Loss , of the Profit for the 15 months period ended on that date and c) in the case of Cash Flow Statement, of the cash flow for the 15 months period ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 3 of the our report of even date to the members of MVL Limited on the financial statements for the 15 months period ended 31st March, 2013

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

b) The fixed assets have been physically verified by the management at reasonable intervals, as informed to us which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. During the period the company has not disposed off substantial part of fixed assets which affects its going concern assumption.

II) a) The Inventory includes lands, under construction projects, construction and development material and development rights in identified lands. Physical verification of inventory have been conducted at reasonable intervals by the management. b) In our opinion the procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business; c) The company has maintained proper records of inventory. As explained to us no sizeable discrepancies were noticed on physical verification of inventory as compared with the book records;

III) In respect of unsecured loans, granted to the Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956 according to the information and explanations given to us;

a) The company has granted loan to its subsidiary, as at the period end, the outstanding balance of such loan was Rs 321.64 Lacs. and the maximum outstanding at any time during the period was Rs. 321.64 Lacs.

b) The loan is repayable on demand. There is no provision in respect of interest payable.

c) Since the loan is repayable on demand and there is no stipulation for repayment, regularity of payments can not be commented upon. d) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

e) Since the company has not taken any loans, secured or unsecured provisions of clause 4 (iii) (e), (f) & (g) of the company (Auditors Report) Order 2003 are not applicable.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures given to us.

V) a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Act have been so entered

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the period have been made, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

VIII) According to the information given to us, the central government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 in respect of the activities of the company.

IX) a) According to the records of the company, the Company is generally regular in depositing undisputed statutory dues through there are some delayed payments including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. The undisputed statutory dues outstanding for a period of more than six months from the date they became payable are Rs. 230.91 Lacs as on the date of Balance sheet.

b) According to the information and explanations given to us, a demand for Income Tax for Assessment Year 2010-11 amounting to Rs. 86.95 Lacs was raised during the period against which appeal is pending with CIT (Appeals) New Delhi. The company has not accepted it as payable on account of pending dispute.

X) The Company does not have any accumulated losses as at the period end and has not incurred cash losses during the current period (15 months) and immediately preceding period.

XI) According to the information and explanations given to us and in our opinion, the company has over dues amounting to Rs. 51.01 crores towards financial institutions and banks. These over dues have occurred on different dates starting from December, 2011. However, the company has applied for restructuring of these loans and the proposals are under consideration of Financial Institutions and Banks. The Company has no liability for debentures.

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

XIII) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

XIV) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader of securities and other investments. Investments in equity share of unlisted companies and mutual funds are held in its own name. XV) According to the information and explanations given to us, and the representation made by the management, the guarantees given by the company for loans taken by others from banks, in our opinion are prima facie, not prejudicial to the interest of the company.

XVI) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on a short-term basis have not been used for long-term investment.

XVIII)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order are not applicable. XIX) During the period, the company has not issued any warrant or debentures. XX) The Company has not raised any money by public issue during the period

XXI) During the course of the audit carried out 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 nor reported during the period nor have we been informed of such case by the management.

For ARUN KISHORE & COMPANY

CHARTERED ACCOUNTANTS (ICAI FRN: 001898 N)

Sd/-

Place : New Delhi CA ARUN KISHORE

Date : 30th May'' 2013 PARTNER

[Membership No. 10770]


Dec 31, 2011

1. We have audited the attached Balance Sheet of MVL Limited ("the Company") as at 31st December 2011, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's report) Order 2003 as amended by Companies Auditor's report (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub Section (4A) of Section 227 of the Companies Act, 1956, (The Act) and on the basis of such checks of books and records of the company as we considered appropriate and according to information and explanation given to us we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:-

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

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of these books;

iii) The balance sheet, profit and loss account and Cash Flow statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the balance sheet, profit and loss account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act;

v) On the basis of written representations received from Directors as on 31st December 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December 2011 from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the Act.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts subject to Note No. B-10 of Schedule 'Q' regarding unconfirmed balances and read together with the significant accounting Policies and notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2011;

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date and

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

Referred to in paragraph 3 of the our report of even date to the members of MVL Limited on the financial statements for the year ended December, 2011

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

b) The fixed assets have been physically verified by the management at reasonable intervals, as informed to us which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. During the year the company has not disposed off substantial part of fixed assets which affects its going concern assumption.

II) a) The Inventory includes lands, under construction projects, construction and development material and development rights in identified lands. Physical verification of inventory have been conducted at reasonable intervals by the management.

b) In our opinion the procedure for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

c) The company has maintained proper records of inventory. As explained to us no sizeable discrepancies were noticed on physical verification of inventory as compared with the book records;

III) In respect of loans, secured or unsecured ,granted or taken by the Company to or from Companies, firms or from other parties covered in the register maintained under Section 301 of the Companies Act,1956, according to the information and explanations given to us :

a) The Company has availed inter corporate loan from one party. Year end, balance of such loan was Rs. Nil (Previous Year Rs.830.83 Lacs) and the maximum balance during the year was Rs.1054.29 Lacs (Rupees Ten Crore Fifty Four Lacs & Twenty Nine Thousand only).

b) In our opinion, the rate of interest and other terms and conditions of the loans are not prima facie, prejudicial to the interest of the Company.

c) In respect of Loan taken by the company, the same is repayable on demand and therefore there is no overdue amount.

d) Since the company has not granted any loans, secured or unsecured provisions of clause 4 (iii) (d), (e), (f) & (g) of the Companies (Auditors Report) Order 2003 are not applicable.

IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods and services. During the course of audit, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures given to us.

V) a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Act have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have been made, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public within the meaning of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

VIII) According to the information given to us, the central government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 in respect of the activities of the company.

IX) a) According to the records of the company, the Company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. The undisputed amounts outstanding as at year end for a period of more than six months from the date they became payable are Rs.520.55 Lacs (Rs. Five Crore Twenty Lacs and Fifty Five Thousand only) towards statutory dues.

b) According to the information and explanations given to us, and as per the records of the company examined by us, there are no disputed amounts in respect of provident fund, investor education and protection fund, employees' state insurance, income- tax, wealth- tax, sales- tax, custom duty, excise duty, cess and other statutory dues, outstanding, as at the year end which have not been deposited on account of any dispute.

X) The Company does not have any accumulated losses as at the year end and has not incurred cash losses during the current year and immediately preceding year.

XI) According to the information and explanations given to us and in our opinion, during the year the Company has delayed in re-payment of dues to financial institution or banks. The Company has no liability for debentures.

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

XIII) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

XIV) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader of securities and other investments. Investments in equity share of unlisted companies and mutual funds are held in its own name.

XV) According to the information and explanations given to us, and the representation made by the management the guarantees given by the company for loans taken by others from banks, in our opinion are prima facie, not prejudicial to the interest of the company.

XVI) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on a short-term basis have not been used for long-term investment.

XVIII) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order are not applicable.

XIX) During the year, the company has not issued any warrant or debentures.

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

XXI) During the course of the audit carried out 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 nor reported during the year nor have we been informed of such case by the management.

For ARUN KISHORE & COMPANY

CHARTERED ACCOUNTANTS

(ICAI FRN : 001898N)

Sd/-

CA ARUN KISHORE

Place: New Delhi PARTNER

Date: 9th March, 2012 [Membership No. 10770]


Dec 31, 2009

1. We have audited the attached Balance Sheet of MVL Limited (The Company) as at 31sl December 2009, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors report) Order 2003 as amended by Companies (Auditors report (Amendment) Order 2004 (together the Order) issued by the Central Government of India in terms of sub Section (4A) of Section 227 of the Companies Act, 1956, (The Act) and on the basis of such checks of books and records of the company as we considered appropriate and according to information and explanation given to us we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:-

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

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of these books;

iii) The balance sheet, profit and loss account and Cash Flow statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the balance sheet, profit and loss account and Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act;

v) On the basis of written representations received from Directors as on 31st December 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December 2009 from being appointed as a Director in terms of clause (g) of Sub Section (1) of Section 274 of the Act;

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts subject to Note No. B-11 of Schedule P regarding unconfirmed balances and read together with the significant accounting Policies and notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2009;

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of the our report of even date to the members of MVL Ltd on the accounts for the year ending on 318 Dec. 2009)

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

b) The fixed assets have been physically verified by the management at reasonable intervals, which in our opinion, is considered reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year the company has not disposed off substantial part of fixed assets.

II) a) The inventory of material at site has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion the procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;

c) The company has maintained proper records of inventory. As explained to us no sizeable discrepancies were noticed on physical verification of inventory as compared with the book records;

III) In respect of loans, secured or unsecured .granted or taken by the Company to or from Companies, firms or from other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a) The Company has availed inter corporate loan from one party. Year end, balance of such loan was Rs. 3,802.85 Lacs (Previous Year 739.90 Lacs) and the maximum balance during the year was Rs.3,802.85 Lacs.

b) In our opinion, the rate of interest and other terms and conditions of the loans are not prima facie, prejudicial to the interest of the Company.

c) In respect of Loan taken by the company, the same is repayable on demand and therefore there is no overdue amount.

d) Since the company has not granted any loans, secured or unsecured provisions of clause 4 (iii) (a), (b), (c) (d),

(e), (f) & (g) of the Companies (Auditors Report) Order 2003 are not applicable.

IV) In Our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the said internal controls.

V) a) In uur opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Act have been so entered. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register required to be maintained in pursuance of section 301 of the Act and exceeding the value of rupees five lacs in respect of any party during the year have been made, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public;

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

VIII) According to the information given to us, the central government has not prescribed maintenance of cost record under clause (d) of sub-section (1) of section 209 of the companies Act, 1956 in respect of the activities of the company.

IX) a) According to the records of the company, the Company

is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income- tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and any other material statutory dues as applicable with the appropriate authorities. The undisputed amounts payable as at 31st December 2009 for a period of more than six months are Rs. 45.00 Lacs towards dividend distribution tax and Rs. 135.00 Lacs towards income tax for Assessment year 2008-09. b) According to the information and explanations given to us, and the records of the company examined by us, there are no disputed or undisputed amounts in respect of provident fund, investor education and protection fund, employees state insurance, income- tax, wealth- tax, sales- tax, custom duty, excise duty, cess and other statutory dues, outstanding, as at 31st December 2009 which have not been deposited on account of dispute.

X) The Company does not have any accumulated losses at 31st December 2009 and has not incurred cash losses during the current year and immediately preceding year.

XI) According to the information and explanations given to us and in our opinion, during the year the Company has not defaulted in re-payment of dues to any financial institution or banks. The Company has no liability for debentures.

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

XIII) The Company is not a chit fund or a nidhi / mutual benefit fund / society.

XIV) In our opinion and according to the information and explanations given to us, the company is not dealer or trader in shares, securities, debentures and other investments. However long term investment in quoted shares was disposed off during the year in a private arrangement with proper documentation. Balance investments in unlisted companies are held in its own name.

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

XVI) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

XVII) On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on a short-term basis have not been used for long-term investment.

XVIII) During the year, The Company has made preferential allotment to non promoters of 5,65,739 equity shares of Rs. 10/- each on 30th June 2009 at a premium of Rs. 78.38 per share and 93,932 equity share of Rs. 10/- each on 31st July 2009 at a premium of Rs. 96.46 per share. These preferential allotments were made on conversion of fully convertible debentures allotted during the year.

XIX) During the year, the Company had issued 6,00,000 fully convertible debentures to Non Promoters group on preferential basis. These debentures were converted into 6,59,671 equity shares of Rs. 10/- during the year.

XX) The Company has not raised any money by public issue during the year covered by our audit.

XXI) During the course of the audit carried out 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 nor reported during the year nor have we been informed of such case by the management.

For ARUN KISHORE & COMPANY CHARTERED ACCOUNTANTS

Sd/- CA ARUN KISHORE Place : New Delhi PARTNER

Date : 31st March 2010. [Membership No. 10770]

 
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