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Auditor Report of Nouveau Global Ventures Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying standalone financial statements of M/S NOUVEAU GLOBAL VENTURES LIMITED, which comprise the Balance Sheet as at 31st March, 2015, and the Statement of Profit and Loss and Cash Flow Statements for the year then ended 31st March, 2015, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the standalone Financial Statements

The Company's Board of Directors is responsible for the matters in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(f) With respect to the other matters 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 derivatives contracts for which there were any material foreseeable losses.

iii. there were no amounts which were required to be transferred to the investor and Education and Protection Fund by the Company.

Annexure referred to in Paragraph 1 under the heading of "Report on other Legal and regulatory requirements "of our Report of even date to the members of the company on the standalone financial statement for the year ended as on March 31, 2015, we report that:

i) a. The Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets. b. As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the program of verification adopted company and no material discrepancies were noticed on such verification.

ii) a. As per the information and explanation given to us, the inventories have been physically verified by the management during the year at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, procedures of physical verification of inventory 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 explanations given to us, the Company is maintaining proper records of inventory and no material discrepancies were noticed on verification of inventory.

iii) a. As per the information and explanation given to us, the company has granted unsecured loans to two companies covered in the register maintained under section 189 of the companies Act, 2013. b. In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount. c. There are no overdue amounts of more than rupees one lakh in respect of the phased loans granted to the bodies corporate by the 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 nature of its business with regard to purchase of inventory and fixed assets and for the sales of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

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

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

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

According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except Income Tax demand for Assessment Year 2006-07 amounting to Rs. 176381, TDS default of Rs. 151938/- for Assessment Year 2014-15 and Rs. 93570/- for Prior years.

b. According to the information and explanations given to us there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

c. According to the information and explanations given to us there were no amounts which were required to be transferred to the investor and Education and Protection Fund by the Company.

viii) The Company does not have accumulated losses during the year and has not incurred cash losses in current financial year and the immediately preceding financial year.

ix) In our opinion and according to the information and the explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions or bank.

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

xi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company for the purposes for which the loans were obtained.

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

For CPM & Associates

Chartered Accountants

(Firm Registration No. 114923W)

Sd/-

C. P. Maheshwari

(Partner)

Mem. No. : 036082

Date : 30th May, 2015

Place : Mumbai


Mar 31, 2014

We have audited the accompanying financial statements of M/S NOUVEAU GLOBAL VENTURES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, 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 and financial performance of the Company in accordance with the Accounting principles generally accepted in India including Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 auditors 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss Account, of the profit 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

1. As required by The Companies (Auditor''s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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, the Statement of Profit & Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of the written representations received from the Directors as on 31st March 2014 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2014 from being appointed as a Director in terms of Section 274(1) (g) of the Companies Act, 1956.

ANNEXURE TO THE 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.

(i) In respect of its fixed assets:

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

b) All the assets have been physically verified by the Management in accordance with a phased programme of verification which, in our opinion, is 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 the Fixed Assets and accordingly going concern status of the company is not affected.

(ii) In respect of its inventories:

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

b) The procedures of physical verification of the 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 its inventories. No material discrepancies were noticed on physical verification as compared to book records.

(iii) In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956:

a) The Company has granted unsecured loans to its two subsidiary companies, one director and one other company, covered in the register maintained u/s 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 1259.19 lacs and the year-end balance was Rs. 701.87 lacs.

b) The rate of Interest and Other terms and conditions of such loans is not prima facie, prejudicial to the interest of the Company.

c) The receipt of principal amount and interest are regular.

d) There is no overdue amount of loans granted to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act. 1956.

e) The Company has taken unsecured loans from 2 parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 1111.37 lacs and the year-end balance was Rs. 1037.84lacs.

f) The rate of Interest and Other terms and conditions on which the loans have been taken are prima facie, not prejudicial to the interest of the Company;

g) The company is regular in repaying the principal amounts as well as interest on loan taken as stipulated.

(iv) In our opinion the internal control systems in respect of purchase of fixed assets and inventory and sale of goods and services needs to be strengthened considering the size of the Company and the nature of its business. We have not observed continuing failure to correct any major weaknesses in internal control system of the company.

(v) a) The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

b) The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company.

(ix) a) In our opinion and according to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess with the appropriate authorities.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, 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.

c) According to the information and explanations given to us there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

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

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

(xiii) The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund/societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing in shares and timely entries have been made therein. All the shares have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

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

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of balance sheet of the company, funds raised on short-term basis have not been used for long-term investments.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised money through a public issue during the year.

(xxi) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported by the Company during the course of audit

For CPM & Associates Chartered Accountants

C. P. Maheshwari Partner Mem. No. : 036082

Date : 30th May, 2014 Place : Mumbai


Mar 31, 2012

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

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

1. As required by the Companies (Auditors' Report) Order, 2003 and amendments thereto issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto 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 those books;

c) The Balance Sheet and 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 Balance Sheet and Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in the sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of the written representa- tions received from the Directors, as on 31st March, 2012 and taken on record by the Board, 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;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

ii) In the case of Statement of Profit and 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.

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

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

b) All the assets have been physically verified by the Management in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) No substantial part of fixed assets has been disposed off during the year, which has a bearing on the going concern assumption.

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

b) The procedures of physical verification of the inventories followed by the manage- ment 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 its inventories. No material discrepancies were noticed on physical verification as compared to book records.

(iii) a) The Company has granted unsecured loans to its subsidiary company, covered in the register maintained u/s 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 43.68 lacs and the year-end balance was Rs. 23.08 lacs .

b) The said loan is interest free. Other terms and conditions of such loans is prima facie not prejudicial to the interest of the Company.

c) In view of our comments in para (iii)(a) and (b) above, clauses 4(iii)(c) and (d) of the said Order are not applicable.

d) The Company has taken unsecured loans from 3 parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 32.80 lacs and the year-end balance was Rs. 7.8 .

e) The said loans are interest free. Other terms and conditions on which the loans have been taken are prima facie, not prejudicial to the interest of the Company;

f) In view of our comments in para (iii) (d) & (e) above, clauses 4 (iii) (g) of the said Order is not applicable.

(iv) In our opinion the internal control systems in respect of purchase of fixed assets and inventory and sale of goods and services needs to be strengthened considering the size of the Company and the nature of its business. We have not observed continuing failure to correct any major weaknesses in internal control system of the company.

(v) a. The particulars of contracts or arrangements referred to in Section 301 of the Companies Act,1956 that needs to be entered into the register maintained under that section have been so entered.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company.

(ix) a) In our opinion and according to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess with the appropriate authorities.

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

c) According to the information and explanations given to us there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute,

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

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

(xiii) The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund / societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing in shares and timely entries have been made therein. All the shares have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

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

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of balance sheet of the company, funds raised on short-term basis h ave not been used for long -term investments.

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

(xiv) The Company has not issued any debentures during the year.

(xx) The Company has not raised money through a public issue during the year.

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

For CPM & Associates

Chartered Accountants

Firm Regn. No.: 114923W

C. P. Maheshwari

Partner

Mem. No. 036082

Place : Mumbai

Date : 1st September, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Nouveau Global Ventures Limited as at 31st March, 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.

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

1. As required by the Companies (Auditors' Report) Order, 2003 and amendments thereto issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto 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 those books;

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011,

ii) in the case of 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 TO THE AUDITORS' REPORT

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

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

b) All the assets have been physically verified by the Management in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) No substantial part of fixed assets has been disposed off during the year, which has a bearing on the going concern assumption.

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

b) The procedures of physical verification of the 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 its inventories. No material discrepancies were noticed on physical verification as compared to book records.

(iii) a) The Company has granted unsecured loans to its subsidiary company, covered in the register maintained u/s 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 43.68 lacs and the year-end balance was Rs. 43.68 lacs .

b) The said loan is interest free. Other terms and conditions of such loans is prima facie not prejudicial to the interest of the Company.

c) In view of our comments in para (iii)(a) and (b) above, clauses 4(iii)(c) and (d) of the said Order are not applicable.

d) The Company has taken unsecured loans from 4 parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 245.82 lacs and the year-end balance was Rs. Nil .

e) The said loans are interest free except in two cases where interest has been charged. The rate on interest wherever paid and other terms and conditions on which the loans have been taken are prima facie, not prejudicial to the interest of the Company;

f) In view of our comments in para (iii) (d) & (e) above, clauses 4 (iii) (g) of the said Order is not applicable.

(iv) In our opinion the internal control systems in respect of purchase of fixed assets and inventory and sale of goods and services are needs to be strengthened considering the size of the Company and the nature of its business. We have not observed continuing failure to correct any major weaknesses in internal control system of the company.

(v) a. The particulars of contracts or arrange- ments referred to in Section 301 of the Companies Act,1956 that needs to be entered into the register maintained under that section have been so entered.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business. but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for the Company.

(ix) a) In our opinion and according to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess with the appropriate authorities except the following:

1. Profession Tax Rs. 20,050 /- (Since Paid) which is deposited on yearly basis and

2. Rs. 9,495/- towards Investor Education and Protection Fund (For Unclaimed Dividend)

which are outstanding at the year end for a period of more than six months from the date it became payable.

b) According to the records of the Company, dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute are as under-

Name of Statute : Income Tax Act, 1961

Nature of dues : Income Tax for A.Y. 2006-07

Amount : Rs. 1,76,381/-

Forum while dispute Is pending : Commissioner of Income Tax Appeals and assessing officer

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

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

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

(xiii) The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund / societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing in shares and timely entries have been made therein. All the shares have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

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

(xvi) The Company has not raised any term loans during the year.

(xvii) According to the information and explana- tions given to us and on an overall examina- tion of balance sheet of the company, funds raised on short-term basis have not been used for long-term investments.

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

(xiv) The Company has not issued any debentures during the year.

(xx) The Company has not raised money through a public issue during the year.

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

For Singrodia Goyal & Co. Chartered Accountants Firm Reg. No.: 112081W

Narayan Pasari Partner Mem. No. 38095

Place : Mumbai Date : 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of Nouveau Multimedia Limited as at 31st March, 2010, 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Stand- ards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstate- ment. 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 pres- entation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) amendment or- der 2004 issued by the Central Government 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 those books;

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with Accounting Standards re- ferred to in the sub-section (3C) of section 211 of the Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explana- tions given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally ac- cepted in India;

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

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

iii) in the case of the Cash Flow State- ment, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

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

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and accord- ing to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

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

b) All the assets have been physically verified by the Management in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) No substantial part of fixed assets has been disposed off during the year, which has a bearing on the going concern assumption.

(ii) a) Inventories held in custody of the Com- - pany have been physically verified by the management at reasonable intervals. For shares held with the custodian and deposi- tory participant, statement from them has been obtained on a regular basis.

b) The procedures of verification of inventory followed by the management are reason- able and adequate in relation to the size of the Company and the nature of its busi- ness.

c) The Company is maintaining proper records of inventory. No discrepancies have been noticed on reconciliation of physical inven- tories with the custodian and depository participant as compared to the book records.

(iii) a) The Company has granted unsecured loans to two parties, including a subsidiary company covered in the register main- tained u/s 301 of the Companies Act, 1956 on call basis. The maximum amount out- standing during the year was Rs. 153.68 lacs and the year-end balance was Rs. 43.68 lacs.

b) The said loans are interest free. Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c) In view of our comments in para (iii)(a) and (b) above, clauses 4(iii)(c) and (d) of the said Order are not applicable.

d) The Company has taken unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 202.00 lacs and the year-end balance was Rs. Nil.

e) The said loans are interest free. Other terms and conditions of such loan are prima facie not prejudicial to the interest of the Company.

f) In view of our comments in para (iii) (d) & (e) above, clauses 4 (iii) (g) of the said Order is not applicable.

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

(v) a. The particulars of contracts or arrange- ments referred to in Section 301 of the Companies Act, 1956 that needs to be entered into the register maintained under that section have been so entered.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the Company.

(ix) a) In our opinion and according to the information and explanations given to us, the Company has been regular in depos- iting undisputed statutory dues including Provident Fund, Employees State Insur- ance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty and cess with the appropriate authorities except the following:

1. Service Tax Rs. 152,049/- (since paid),

2. Profession Tax Rs. 13,450/- which is deposited on yearly basis and

3. Rs. 9,495/- towards Investor Education and Protection Fund which is outstanding at the year end for a period of more than six months from the date it became payable.

b) According to the records of the Company, dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute are as under-:

Name of Statute : Income Tax Act, 1961

Nature of dues : Income Tax for A.Y.

2006-07 and A.Y. 2007-08.

Amount : Rs. 1,76,381/- and

Rs. 93,447/- respectively.

Forum while dispute Is pending :

Commissioner of Income Tax Appeals and Assessing officer.

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

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

(xii) The Company has not granted loan and advances on the basis of security by way of pledge of shares, debentures and other secu- rities.

(xiii) The provisions of any special statute applica- ble to chit fund, nidhi or mutual benefit fund / societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing in shares and timely entries have been made therein. All the shares have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

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

(xvi) The Company has not raised any term loans during the year.

(xvii) According to the information and explanations given to us and on an overall examination of balance sheet of the company, funds raised on short-term basis have not been used for long- term investments.

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

(xiv) The Company has not issued any debentures during the year.

(xx) We have verified the end use of money raised by right issues as disclosed in the Note II (18) of Schedule "S".

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

For Singrodia Goyal & Co. Chartered Accountants

Firm Regn. No.: 112081W

Narayan Pasari

Partner

Mem. No. 38095

Place : Mumbai

Date: 30th August 2010




Mar 31, 2009

We have audited the attached Balance Sheet of Nouveau Multimedia Limited as at 31st March, 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Stand- ards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstate- ment. 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 pres- entation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) amendment or- der 2004 issued by the Central Government 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 those books;

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

d) In our opinion, the Balance Sheet and Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in the sub-section (3C) of section 211 of the Companies Act, 1956, except Accounting Standard 15 (AS-15) relating to Ac- counting of Retirement Benefits of Employees as referred to in note 1 of Schedule "S";

e) On the basis of the written representations received from the Directors, as on 31st March, 2009 and taken on record by the Board, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explana- tions given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally ac- cepted in India;

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2009,

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 State- ment, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph (1) of our Report of even date

As required by the Companies (Auditors Report) Order, 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and on the basis of such checks of the books and records as were considered appropriate we report that:

(i) a) The Company has generally maintained proper records showing full particulars including quantitative details and situation of its fixed assets up to previous year. However, it has not been updated for additions made during the current year.

b) All the assets have been physically verified by the Management during the year by way of a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepan- cies were noticed on such verification.

c) No substantial part of fixed assets has been disposed off during the year, which has a bearing on the going concern assumption.

(ii) a) Inventories held in custody of the Company have been physically verified by the man- agement at reasonable intervals. For shares held with the custodian and depository participant, statement from them has been obtained on a regular basis.

b) The procedures of verification of inventory followed by the management are reason- able and adequate in relation to the size of the Company and the nature of its busi- ness.

c) The Company is maintaining proper records of inventory. No discrepancies have been noticed on reconciliation of physical inven- tories with the custodian and depository participant as compared to the book records.

(iii) a) The Company has granted unsecured loans to two parties, including a subsidiary company covered in the register main- tained u/s 301 of the Companies Act, 1956 on call basis. The maximum amount out- standing during the year was Rs. 153.68 lacs and the year-end balance of loan given to such company was Rs. 153.68 lacs.

b) The said loans are interest free. Other terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c) In view of our comments in para (iii)(a) and (b) above, clauses 4(iii)(c) and (d) of the said Order are not applicable.

d) The Company has taken unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956 on call basis. The maximum amount outstanding during the year was Rs. 212.50 lacs and the year-end balance of loan given to such company was Rs. Nil.

e) The said loans are interest free. Other terms and conditions of such loan are prima facie not prejudicial to the interest of the Company.

f) In view of our comments in para (iii) (d) & (e) above, clauses 4 (iii) (g) of the said Order is not applicable.

(iv) There are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase and sale of inventory (shares). Dur- ing the course of our audit, we have not observed any major weaknesses in internal control system.

(v) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register main- tained under section 301 of the Companies Act, 1956 have been entered and the prices at which these transactions are made are reason- able having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have a formal internal audit system commensurate with its size and nature of business but its financial and other internal checks, ensures proper recording of financial transactions.

(viii) The Central Government has not prescribed for maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956 for the Company.

(ix) a) In our opinion and according to the infor- mation and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provi- dent Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and cess with the appropriate authorities except Profession Tax which is deposited on yearly basis and Rs. 9,495/- towards Investor Education and Protection Fund which is outstanding at the year end for a period of more than six months from the date it became payable.

b) According to the records of the Company, dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute are as under-: Name of Statute : Income Tax Act, 1961 Nature of dues : Income Tax for A.Y. 2006-07 Amount : Rs. 1,76,381/- Forum while dispute Is pending :

Commissioner of Income Tax Appeals.

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

(xi) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or through issue of debentures.

(xii) The Company has not granted loan and advances on the basis of security by way of pledge of shares, debentures and other secu- rities.

(xiii) The provisions of any special statute applicable to chit fund, nidhi or mutual benefit fund / societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of dealing in shares and timely entries have been made therein. All the shares have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

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

(xvi) The Company has not raised any term loans during the year.

(xvii)According to the information and explanations given to us and on an overall examination of balance sheet of the company, funds raised on short-term basis have not been used for long- term investments.

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

(xiv) The Company has not issued any debentures during the year.

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

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

For Singrodia Goyal & Co. Chartered Accountants

Narayan Pasari

Partner

Mem. No. 38095

Place : Mumbai

Date : 29th June, 2009

 
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