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Auditor Report of N2N Technologies Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of N2N TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and 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 Board of Directors is responsible for the matters stated in section 134(5) of the companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principal generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities , selection and application of appropriate accounting policies , making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of internal financial controls , that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. 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 directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Emphasis of Matter

As referred in note number 30 to the financial statement, the company have not complied with section 203 & section 134 (1) of Companies Act, 2013. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2015, 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) With respect to the other matters to be included in the Auditor's Report in accordance With Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long'term contracts including derivative contracts for which there were any material foreseeable losses.

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

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: ' i. a) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) We have been informed that the fixed assets of the Company have been physically verified by the management during the year and no material discrepancies have been noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regards to the size of the company and the nature of its assets.

ii. a) As explained to us, inventories (shares in demat form) have been verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of verification of Inventories referred to in 2(a) above followed by the management, are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on verification of inventory as compared to book records.

iii. The company has granted interest free loan to one body corporate covered in the register maintained under section 189 of the companies act, 2013('the Act').

a) According to the information and explanation given to us such interest free loan given to Body corporate listed in the register maintained under section 189 of the companies Act, 2013 is prima facie prejudicial to the interest of the company to the extent interest not Charged. The terms of arrangements do not stipulate any repayment schedule and the Loans are repayable on demand. Accordingly, paragraph 3(iii)(a) of the Order is not Applicable to the Company in respect of repayment of the principal amount.

b) There are no overdue amounts of more than rupees one lakh in respect of the loan granted to the body corporate listed in the register maintained under section 189 of the Act.

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

v. The Company has not accepted any Deposits from any party, therefore following

provisions of Companies Act Sec 73 to 76 and rules made there under and permission of Reserve Bank of India, the question does not arise.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for

vii. a) According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income tax, sales'tax, wealth tax, service tax, Duty of custom,duty of excise, value added tax and other and other material statutory dues, as applicable, with the appropriate authorities except TDS amounting to Rs. 10192 and service tax on sitting fess to Rs. 8652 not deposit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us and the records of the company examined by us, there are no dues of income tax, sales'tax, wealth tax, service tax, Duty of custom, duty of excise, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

c) The are no amounts required to be transferred by the company to investor education and protection fund in accordance with the provisions of the Companies Act, 1956 and the rules made there under.

viii. The company has no accumulated loss as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the company examined by us and the information and explanation given to us, The Company has not taken any loan form financial institution, bank or debenture holders. Therefore, the provision of clause 3(ix) of the said order is not applicable to the company.

x. In our opinion, and According to the information andexplanation given to us, the company has not given any guarantee for others for loans taken by them from banks and financial institutions during the year. Therefore, the provision of clause 3(x) of the said order is not applicable to the company.

xi. There are no term loans taken by the company, therefore the question of applying the loans for the purpose for which loans taken does not arise.

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

For DMKH & Co,

Chartered Accountants,

FRN : 116886W



CA. Devki Nandan Mantri

Partner

M.No. 162327

Place: Mumbai

Date: 03/09/2015


Mar 31, 2014

We have audited the accompanying financial statements of N2N TECHNOLOGIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss account and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with general circular No.15/2013 dated 13th September, 2013 of Ministry of Company Affairs in respect section 133 of the Companies Act, 2013 ("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 manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with general circular No.15/2013 dated 13th September, 2013 of Ministry of Company Affairs in respect section 133 of the Companies Act, 2013 ("the Act") ;

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 INDEPENDENT AUDITORS'' REPORT Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

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

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

b) We have been informed that the fixed assets of the Companyhave been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

c) According to the information & explanation given to us, the Company has not disposed of any substantial part of its fixed assets during the year.

ii. a) As explained to us, inventories (shares in demat form) have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of Inventories referred to in 2(a) above followed by the management, are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as compared to book records.

iii. a) According to the information and explanations given to us and on the basis of our examination of the books of account, the company has granted interest free loan to one parties covered in the Register maintained under section 301 of the Companies, Act 1956. The maximum amount involved during the year was Rs.2,80,69,367/- and the year-end balance was Rs 2,61,71,946/-.

b) In our opinion the terms and condition of such interest free loans/advances given to company, firm or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of the company.

c) According to the information given to us,no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

d) As stated above, no repayment schedule has been specified and there is no overdue amount in excess of Rs.1 lakh.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.Accordingly, the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable to the company for the year.

iv. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory (shares), fixed assets and sale of goods.During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a) In our opinion, and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b) In our opinion and according to information and explanation given to us, where such transactions are in excess of Rupees Five Lacs or more during the year in respect of any party have been made at a prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits during the year under the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

vii. As explained to us, there is no formal internal audit system. However, the Company has adequate internal control procedure involving internal checking of its financial record.

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 for the Company.

ix. a) According to the information and explanation given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable except TDS Interest amounting to Rs. 87,032/- and penalty for late filing of AIR amounting to Rs. 35,000/- which was paid in this particular year.

b) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March,2014 for a period of more than six months from the date they became payable.

x. The Company has accumulated losses at the end of the financial year and has incurred cash loss for the year covered by our audit and immediately preceding financial year.

xi. Based on our examination or the records and the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

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

xiv. The Company has maintained proper records of the transactions and contracts of the investment dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. According to the information and explanation given and based on the documents and records produced, the company has not taken any term loan for the period.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a short-term basis which have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

xix. According to the information and explanations given to us, the Company has not issued any Optionally Convertible Debentures during the year.

xx. According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applicable to the Company.

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

For DMKH & Co. Chartered Accountants FRN. No. 116886W

CA. Manish Kankani Partner M.No. 158020

Place: Mumbai Date: 30/05/2014


Mar 31, 2013

We have audited the accompanying financial statements of N2N Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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 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.

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.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

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

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

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

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

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

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

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

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

b) We have been informed that the fixed assets of the Companyhave been physically verified by the management during the year and no material discrepancies have been noticed on such verification.

c) According to the information & explanation given to us, the Company has not disposed of any substantial part of its fixed assets during the year.

ii. a) As explained to us, inventories (shares in demat form) have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of Inventories referred to in 2(a) above followed by the management, are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventories. As per the information and explanation provided to us and having regard to the size of the company, no material discrepancies were noticed on physical verification of inventory as compared to book records.

iii. a)ln our opinion and according to the information given to us, the company has granted interest free loan to one parties covered in the Register maintained under section 301 of the Companies, Act 1956. The maximum amount involved during the year was Rs.2,65,70,477/- and the year end balance was Rs 2,65,70,477/-.

b) In our opinion the terms and condition of such interest free loans/advances given to company, firm or other parties listed in the registers maintained under section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of the company.

c) According to the information given to us.no repayment schedule has been specified and accordingly the question of regularity inrepayment of principal amount, wherever applicable, does not arise.

d) As stated above, no repayment schedule has been specified and there is no overdue amount in excess of Rs.1 lakh.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.Accordingly, the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable to the company for the year.

iv. In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to the purchase of inventory (s h a res), fixed assets and sale of goods (shares).During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. a) In our opinion, and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies act, 1956 have been so entered.

b) In our opinion and according to information and explanation given to us, where such transactions are in excess of Rupees Five Lacs or more during the year in respect of any party have been made at a prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits during the year under the provisions of section 58Aand 58AAof the Companies

Act, 1956, and the rules framed there under are not applicable.

vii. As explained to us, there is no formal internal audit system. However, the Company has adequate internal control procedure involving internal checking of its financial record.

viii. According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under Section 209 (1 )(d) of the Companies Act, 1956 for the Company.

ix. a) According to the information and explanation given to us the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable.

b) According to the information and explanation given to us, no undisputed amount payable in respect of salestax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31 st March,2013 for a period of more than six months from the date they became payable.

x. The Company has accumulated losses at the end of the financial year and has incurred cash loss for the year covered by our audit and immediately preceding financial year.

xi. Based on our examination orthe records and the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

xiii. In our opinion and according to the information and explanation given to us the Company is not achit fundora nidhi / mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the said order are not applicable to the Company.

xiv. The Company has maintained proper records of the transactions and contracts of the investment dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi. According to the information and explanation given and based on the documents and records produced, the company has not taken any term loan for the period.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a short-term basis which have been used for long term investment.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 oftheCompaniesAct, 1956 during the year.

xix. According to the information and explanations given to us, the Company has issued 2,66,666 Optionally Convertible Debentures to Mr. Vijay Chheda during the year. Also refer note no 22.

xx. According to the information and explanations given to us, the Company has not raised any mo. ley by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applcable to the Company.

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



For, DMKH & Co,

Chartered Accountants,

FRN : 116886W



CA. DurgeshKabra

Partner

M.No. 044075

Place: Mumbai

Date: May 27, 2013


Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those stan- dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial Statements are free of material misstatements. An audit includes examining, on test basis, evidence supporting the amounts and disclosure in the Financial Statements. An audit also includes as- sessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Re- port) (Amendment) Order, 2004, issued by 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 speci- fied in paragraph 4 and 5 of the said order.

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

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

ii. 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.

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

iv. In our opinion, the Balance Sheet, Statement of Profit & 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 Companies Act, 1956.

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

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

(ii) In the case of the Statement of Profit & Loss, of the profit 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.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of Auditor's Report of even date on the financial statements as at and for the year

ended 31st March,2012)

On the basis of such checks as were considered appropriate and according to the information and explana- tion given to us during the course of audit, we state that:-

i.

a. The Company has maintained proper records showing full particulars, including quantitative de- tails and situation of fixed assets.

b. The assets have been physically verified by the management in accordance with the phased pro- gramme of verification adopted by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and nature of fixed assets, no material dis- crepancies have been noticed in respect of assets physically verified during the year.

c. No substantial part of the fixed assets has been disposed off during the year.

ii. The Company is not having any inventory & hence the provision of Clause 4(ii) of the order is not ap- plicable to the Company.

iii.

a. The Company has not granted loans to any parties covered in register maintained under Section 301 of The Companies Act,1956,hence Para (b),(c) & (d) is not applicable to the Company.

b. The Company has not taken loans from any parties covered in the register maintained under Sec- tion 301 of The Companies Act,1956, hence Para (f) to (g) is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate inter- nal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

v.

a. In respect of transaction covered under Section 301 of the Companies Act, 1956. In our opinion and according to the information 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 companies Act, 1956 and that have been so entered.

b. In our opinion and according to the information and explanation given to us, where such transac- tions are in excess of Rupees five lakhs in respect of any party, the transaction have been made at prices which are prima facie reasonable having regard to the prevailing market at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

vii. The Company does not have a formal system of Internal Audit, but there are adequate checks & controls at all level established by the management.

viii. According to the information and explanation given to us the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-Section (1) of Section 209 of the Compa- nies Act, 1956 for any of the activities of the company.

ix.

a. 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 other material statutory dues appli- cable to the company with the appropriate authorities. According to the information and explana- tion given to us, there are no undisputed amounts payable in respect of the aforesaid statutory dues were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b. According to the records of the Company, there are no dues of Income Tax, Sales Tax, Service Tax, Cus- toms Duty, Wealth Tax, Excise Duty, Cess which have not been deposited on account of any dispute.

x. The Company does not have any accumulated losses as at 31st March, 2012. The company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institu- tions, banks or debenture holders as at the Balance sheet date.

xii. Based on our examination of documents and records and according to the information and explanation given to us, we are of the opinion that the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the company has maintained proper records of the transactions and contracts of the in- vestments dealt in by the company and timely entries have been made therein. The investments made by the company 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, the Company did not have any term loans outstanding during the year.

xvii. According to the information and explanations given to us and on an overall examination of the cash flow statements and balance sheet of the company, in our opinion, the funds raised on short-term basis have, prima facie, not been used for long-term investment.

xviii. During the year the Company has not made any preferential allotment of shares to the parties covered and recorded in the register maintained under Section 301 of the Companies Act, 1956.

xix. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company, carried out in accor- dance 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 DMKH & co. Chartered Accountants, FRN. No. 116886W

ca. durgesh kabra

Partner M.No. 044075

Place: Mumbai

Date: 30th May, 2012


Mar 31, 2003

We have audited the attached Balance Sheet of VISISTH MERCANTILE LTD. as at 31st March, 2003, the related Profit and Loss Account of the Company for the year ended on that date annexed there- to, and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. Theme finan- cial statements are the responsibility of the Companys manage- ment. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and sig- nificant 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.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments on 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 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 the books;

c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account;

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

e) As informed & explained to us, none of the directors is disqualified from being appointed as director under 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 explanations given to us, the said ac- counts, read together with the Accounting Policies & 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 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 2003,

ii) in the case of Profit and Loss Account, of the Profit 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.

ANNEXURE referred to in paragraph (1) of our Report, of even date on the Accounts for the year ended on 31st March, 2003 of VISISTH MERCANTILE LTD..

1. The Company has maintained proper records showing full particulars including quantitative details & situation of fixed assets. The fixed assets of the Company have been physically verified by the management during the year and no discrepancy between the book records and physical inventory have been noticed on such verification.

2. None of the fixed assets have been revalued during the year.

3. The Company had not taken any loans, secured or unsecured, from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

4. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

5. The Company has granted loans to parties without any stipu- lation as to time of repayment, however the same are regular in payment of interest.

6. The Company has not accepted any deposit from the public and consequently the provisions of Section 58A of the Companies Act, 1956, the rules framed thereunder and the directives issued by RBI are not applicable.

7. The Company does not have a formal system of internal audit, but there are adequate checks & controls at all levels.

8. As explained to us, the provisions of the Provident Fund Act and Employees State Insurance Scheme are not applicable to the Company

9.According to the information and explanations given to us & the records examined by us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Customs Duty, Sales Tax and Excise Duty, which have remained outstanding as at 31st March, 2003 for a period of more than six months from the date they became payable.

10. During the course of cur audit of the books of account carried out in accordance with the generally accepted auditing practices, we have not come accross any personal expens- es which have been charged to Profit & Loss account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

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

12. In respect of Companys activity for investments in shares proper records have been maintained in regard to the trans- action and contracts and timely entries have been made therein,, The shares have been held by the Company in its own name or pending transfer.

13. Other Provisions of the said Order are either NIL or NOT APPLICABLE.

For K.K.KHADARIA & CO. CHARTERED ACCOUNTANTS

AJAY DAGA PARTNER

PLACE :Mumbai DATED : 23th August,2003


Mar 31, 2002

We have audited the attached Balance Sheet of VISISTH MERCANTILE LTD. as at 31st March. 2002 and also the Profit and Loss Account of the Company for the year ended on that date an- nexed 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 auditing standards generally accepted in India. Those? Standards require that we plan and perform the audit to obtain reasonable assurance about wheth- er the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and sig- nificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable? basis for our oninion.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order. 1988 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act. 1956. we enclose in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

2. Further to our comments on the Annexure referred to in paragraph 1 above, we report that :-

a) We have obtained all the information and exDlanations

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 the books:

c> The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of account:

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

e> As informed & explained to us, none of the directors is disqualified from being appointed as director under clause (o) of sub-section (!) of section 274 of the Companies Act. 1956.

f) In our opinion and to the best of our and according to explanations given to us. the said ac- counts. read together with the Accounting Policies & 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 accounting Drinciples generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2002, and

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

ANNEXURE referred to in oaragraph (1) of our Report of even date on the Accounts for the year ended on 3ist March. 2002 of VISISTH MERCANTILE LTD-.

i. The Company has maintained proper records showing full particulars including quantitative details & situation of fi>:ed assets. The fixed assets of the Company have been physically verified by the management during the year and no discrepancy between the book records and physical inventory have been noticed on such verification.

2. None of the fixed assets have been revalued during the year

3. The Company had not taken any loans, secured or unsecured. from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act.

4. The Company has not granted any loans, secured or unsecured, to the companies. firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956.

5. The Company has granted loans to other parties without any stipulation for repayment, who are regular in payment of interest.

6. The Company has not accented any deposit from the public and consequently the provisions of Section 58 A of the Companies Act, 1956. the rules framed thereunder and the directives issued by RBI are not applicable.

7. The Company does not have a formal system of internal audit. but there are adequate checks &. controls at all levels.

8. As explained to us, the provisions of the Provident Fund Act and Employees State Insurance Scheme are not applicable to the Company.

9. According to the information and explanations given to us & the records examined by us. there were no undisputed amounts payable in respect of Income Tax. Wealth Tax. Customs Duty. Sales Tax and Excise Duty, which have remained outstanding as at 31st March. 2002 for a period of more than six months from the date they became payable.

10. During the course of our audit of the books of account

carried out in accordance with the generally accepted audit- ing practices, we have not comee accross any personal expens- es which have been charged to Profit & Loss account other than those payable under contractual obligations or in accordance with the generally accepted business practices.

11. The Company has not granted loans and advances on the basis

of security by way of pledge of shares, debentures and other securities..

12. In respect of Companys activity for investments in shares proper records have been maintained in regard to the trans- action and contracts and timely entries have been made therein. The shares have been held by the Company in its own name or pending transfer.

13. Other Provisions of the said Order are either NIL or NOT APPLICABLE-

For K.K.KHADARIA & CO. CHARTERED ACCOUNTANTS

PLACE : MUMBAI AJAY DAGA DATED : 26th August. 2002 PARTNER

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