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Auditor Report of Nu Tek India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Nu Tek India Limited ("the Company") which comprise the balance sheet as at 31st March, 2015, the statement of profit and loss, Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow in accordance with the accounting principles generally accepted in India including the Accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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 eva luating 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, and its Profit and its Cash Flow 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 Companies Act 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act and Companies (Audit and Auditors) Rule 2014, we report that:

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

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

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

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

e) In our opinion, there are no adverse observations and comments on the financial transactions of the matters which have adverse effect on the functioning of the Company

f) 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 Sub-Section 2 of Section 164 of the Companies Act, 2014.

g) In our opinion, there are no qualifications, reservation or adverse remark relating to maintenance of accounts and other matter connected therewith.

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

Annexure to the Independent Auditors' Report

The annexure referred to in our Independent Auditors' Report to the members of the company on the standalone financial statements for the year ended 31st March, 2015, We report that:

1) In respect of its fixed assets

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

(b) As explained to us all the assets have been physically verified by the management at regular interval. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

2) The company does not have any physical inventory at the reporting period, thus the paragraph 3(ii) of the Order is not applicable.

3) The Company has not granted unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013 and accordingly, the provisions of clause (iii) of paragraph 3 of the Order are not applicable to the Company.

4) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public. Thus the provision of clause (v) of paragraph 3 of the Order are not applicable to the company.

6) In our opinion and according to the information and explanation given to us, the requirements for maintenance of cost records pursuant to the companies (Cost records and Audit) Rules, 2014 specified by the Central Government of India under section 148 of the Companies Act, 2013 are not applicable to the Company for the year under audit.

7) According to the information and explanation given to us and the books of account examined by us, in respect of Statutory Dues

(a) The Company is not regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There is arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

Name of the Statute Amount (in Lakhs) Period to which dues relates

VAT 1.44 F/ Y 2013-14

- F/ Y 2014-15

WCT 6.71 F/ Y 2013-14

- F/ Y 2014-15

CST 0.05 F/ Y 2013-14

0.13 F/ Y 2014-15

Provident Fund* 1.87 F/ Y 2013-14

13.30 F/ Y 2014-15

Employee State Insurance* 17.70 F/ Y 2013-14

18.66 F/ Y 2014-15

Professional Tax 1.47 F/ Y 2013-14

0.13 F/ Y 2014-15

Welfare Fund 0.84 F/ Y 2013-14

0.03 F/ Y 2014-15

* Provident Fund and Employee State Insurance includes both Employer's and Employee's Contribution. The above amount do not include interest and other dues as may be payable on account of no payment/delay on account of any disputes.

(b) According to information and explanation given to us, there are no material dues on account of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess, which have not been deposited on account of any dispute.

(c) According to information and explanation given to us, there is no amount which is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder.

8) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

9) In our opinion and according to information and explanations given to us, the Company did not any outstanding dues to a financial institutions or bank or debenture holders during the year of audit.

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

11) In our opinion and according to information and explanations given to us, the Company has not taken any term loan during the year.

12) 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 SUMAN JEET AGARWAL & CO

Chartered Accountants (FRN: 011945N)

Suman Jeet Agarwal Partner Membership No: 091017

Place: New Delhi Date: 30.05.2015


Mar 31, 2014

We have audited the accompanying financial statements of Nu Tek India Limited, which comprise the Balance Sheet as at March 31,2014, 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 Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the general Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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 March 31,2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of section 227(4A) 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 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 written representations received from the directors as on March 31, 2014, 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 section 274(1) (g) of Act.

Annexure to Independent Auditors'' report

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirement" of our report of even date.

1. In Respect of its fixed assets:

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified by the management during the year 2013-14 and no material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the Company has maintained proper records of its inventories. As explained to us no material discrepancy noticed on physical verification of inventories as compared to book records.

3. The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provision of Clause 4(iii)[(b),(c),(d), (f) and (g) of the said Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal controls system.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956.

(a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements 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 the information and explanations given to us, the transaction made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956. Accordingly, the provisions of clause 4(vi) of the order are not applicable.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under Clause [D] of sub-section [1] of section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete..

9. (a) The Company is not regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, and Service Tax & Works Contract Tax. According to the information provided to us, there is no amount, which is required to be disclosed in Investors Education and Protection Fund. Company is regular in paying other statutory dues as applicable to it and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us there were following undisputed statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

Name of the Statute Amount ('' in Lakhs.) Period to which dues relates

Provident Fund 0.33 2013-14

TDS 16 2013-14

0.71 2012-13

Professional Tax

0.47 2013-14

0.39 2012-13

Welfare fund

0.28 2013-14

130 2012-13

Service Tax

161 2013-14

The above amount do not include interest and other dues as may be payable on account of No payment /delay in payment of statutory dues.

(c) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has no accumulated losses 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.

11. In our opinion the company has not defaulted in repayment of dues to financial institution, bank or debenture holders. Accordingly, the provisions of clause 4 (xi) of the Order are not applicable to the company.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

13. According to information and explanations given to us, the company is not a chit fund or nidhi / mutual benefit fund / society therefore, the provision of the clause 4(xiii) of the Order are not applicable to the Company.

14. The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures and other investment and timely entries have been made therein. All shares, securities, debenture, and other investments have been held by the company in its own name.

15. 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. Accordingly the provisions of Clause 4(xv) of the Order are not applicable.

16. According to the information and explanation given to us, in our opinion, the term loans have been applied for the purposes for which they were raised.

17. The Company has not raised any loans on short term basis. Accordingly the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

18. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the company act, 1956 during the year. Accordingly, the provisions of clause 4 (xviii) of the order is not applicable to the Company.

19. The Company has neither issued nor had any outstanding debentures during the year. Accordingly the clause 4(xix) of the order is not applicable to the company.

20. The Company has not raised any money by public issues during the year. Accordingly the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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



For SUMAN JEET AGARWAL & Co.

Chartered Accountants

[Suman Jeet Agarwal]

Partner

Place: New Delhi

Date : 30th May, 2014

M. No. : 091017

Firm Registration No. : 011945N


Mar 31, 2012

We have audited the attached Balance Sheet of M/s Nu Tek India Limited, as at 31st March, 2012 and also the Profit and Loss account for the year ended on that date 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 principals used and significant estimate made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by Companies (Auditor's Report) order, 2003 as amended by Companies ( Auditor' Report Amendment) order 2004, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order. The Annexure forms part of report.

Subject to our comments in the annexure referred to above, we report that

(A) We have obtained all the information and explanations, which to the best to 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 such books.

(C) The Company's Balance Sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(D) In our opinion, the Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(E) On the basis of written representations received from directors, as on 31st March 2012 and taken on record by the Board of Directors, We report that none of the Directors are 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 subject to notes on accounts thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

1. In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2012 and

2. In so far as it relates to the Profit and Loss account of the profit of the company for the year ended on that date.

3. In so far as it relates to the Cash Flow Statement of the company for the year ended on that date.

Annexure Referred to in paragraph 3 of our report of even date,

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As per management representation a major of the assets have been physically verified by the management in accordance with the phased programme of verification adopted by the company. Pursuant to the programme, the management physically verified a portion of the fixed assets during the year 2011-2012.As per explanation given by the management, no material discrepancies were noticed on such verification.

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

2. (a) During the year, the inventory has been physically verified by the management. In our opinion, the frequency of verification is reasonable. There is no system of physical verification of Project under Progress.

(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. No material discrepancies were notice during the course of Physical verification of inventory.

3. (a) In our opinion and according to information and explanation given to us ,The Company has not granted any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(b) Since, the company has not granted any loan as referred to in Para 3(a) above, provision of clause 3(b) and 3(d) of the order are not applicable to the company.

(c) In our opinion and according to information and explanation given to us ,The Company has taken any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(d) Since, the company has not taken any loan as referred to in Para 3 (c) above, provision of clause 3 (f) and 3(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there are reasonable internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. (a) According to the information and explanation given to us, we are of the opinion that the company has entered the particulars all contracts or arrangements referred to in section 301 of the company act, 1956 in the registered required to be maintained under that section.

(b) in our opinion and according to the information and explanation given to us. These transactions in pursuance of such contract or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant times.

6. The company has not accepted any deposit from the public during the year within the meaning of the section 58A, 58AA or any other relevant provision of the companies act, 1956 and ruled framed there under.

7. In our opinion, the internal audit system of the company is commensurate with the size of the company and nature of its business.

8. As explained to us, the maintenance of cost records as required under section 209 (1)(d) of the companies act, 1956, has not been made applicable to the company products.

9. (a) The company is not regular in depositing undisputed statutory dues including Provided Fund, E.S.I., Income tax, Sales tax, Service Tax. According to the information provided to us, there is no amount, which is required to be deposited in Investors Education and Protection Fund. Company is regular in paying other statutory dues as applicable to it and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, undisputed statutory dues are payable in respect of service tax for an amount of Rs. 121 lakhs as at 31st March 2012 for the period of more than six months.

The above amount do not include interest and other dues as may be payable on account of Non payment /delay in payments of statutory dues, which could not be quantified.

10. The company has no accumulated losses at the end of financial year 31st March 2012. The company neither incurred cash losses during the current financial year nor in the immediately preceding financial year.

11. In our opinion the company has not defaulted in repayment of dues to financial institution, bank or debenture holders. Accordingly, the provisions of clause 4 (xi) of the order are not applicable to the company.

12. According to information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of share, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the order are not applicable to the company.

13. According to information and explanations given to us, the company is not a chit fund or nidhi / mutual benefit fund / society therefore, the provision of the clause 4(xiii) of the companies (Auditors Report) order 2003 is not applicable.

14. (a) The company has done trading in shares securities, debentures and other investment. And has maintained proper records of the transactions and contracts.

(b) According to information and explanations given to us, we are of the opinion that timely entries and updation have been made therein.

(c) The Company has held shares, securities, and other investments in its own name.

15. In our opinion, the term loans have been applied for the purposes for which they were raised.

16. According to the information and explanation given to us and on overall examination of the balance sheet of the company, in our opinion there are no funds raised on a short term basis which has been used for long term investment and vice versa.

17. The company has not made preferential allotment of share to parties and companies covered in the register maintained under section 301 of the company act, 1956 during the year.

18. The Company has not issued any debentures. Accordingly the clause 4(xix) of the order is not applicable to the company.

19. The management has disclosed the end use of money raised by public issue (refer Note No. 33 ) and same has been verified by us.

20. Based up on the audit procedures performed and the information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.

For SUMAN JEET AGARWAL & CO.

Chartered Accountants

[SUMAN JEET AGARWAL]

Partner

Membership No. 091017

Firm Reg. No. 11945 N

Place : New Delhi

Date : 30th May, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of M/s Nu Tek India Limited, as at 31st March, 2011 and also the Profit and Loss account for the year ended on that date 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 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 principals used and significant estimate made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by Companies (Auditors Report) order, 2003 as amended by Companies ( Auditor Report Amendment) order 2004, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order. The Annexure forms part of report.

Subject to our comments in the annexure referred to above, we report that

(A) We have obtained all the information and explanations, which to the best to 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 such books.

(C) The Companys Balance Sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(D) In our opinion, the Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(E) On the basis of written representations received from directors , as on 31st March 2011 and taken on record by the Board of Directors, We report that none of the Directors are 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

Without qualifying our report, attention is drawn that the company has written back liability of Rs.23.29 lakhs related with job charges. Please refer to the note number 8 in the schedule no12.

(F) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to notes on accounts thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

1. In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2011 and

2. In so far as it relates to the Profit and Loss account of the profit of the company for the year ended on that date.

3. In so far as it relates to the Cash Flow Statement of the company for the year ended on that date.

Annexure Referred to in paragraph 3 of our report of even date,

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As per management representation a major of the assets have been physically verified by the management in accordance with the phased programme of verification adopted by the company. Pursuant to the programme, the management physically verified a portion of the fixed assets during the year 2010-2011.As per explanation given by the management, no material discrepancies were noticed on such verification.

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

2. (a) During the year, the inventory has been physically verified by the management. In our opinion, the frequency of verification is reasonable. There is no system of physical verification of Project under Progress.

(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. No material discrepancies were notice during the course of Physical verification of inventory.

3. (a) In our opinion and according to information and explanation given to us ,The Company has not granted any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(b) Since, the company has not granted any loan as referred to in Para 3(a) above, provision of clause 3(b) and 3(d) of the order are not applicable to the company.

(c) In our opinion and according to information and explanation given to us ,The Company has taken any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(d) Since, the company has not taken any loan as referred to in Para 3 (c) above, provision of clause 3 (f) and 3(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there are reasonable internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. (a) According to the information and explanation given to us, we are of the opinion that the company has entered the particulars all contracts or arrangements referred to in section 301 of the company act, 1956 in the registered required to be maintained under that section.

(b) in our opinion and according to the information and explanation given to us. These transactions in pursuance of such contract or arrangement have been made at prices which are reasonable having regard to the prevailing market prices at the relevant times.

6. The company has not accepted any deposit from the public during the year within the meaning of the section 58A, 58AA or any other relevant provision of the companies act, 1956 and ruled framed there under.

7. In our opinion, the internal audit system of the company is commensurate with the size of the company and nature of its business.

8. As explained to us, the maintenance of cost records as required under section 209 (1)(d) of the companies act, 1956, has not been made applicable to the company products.

9. (a) The company is not regular in depositing undisputed statutory dues including Provided Fund, E.S.I., Income tax, Sales tax, Service Tax. According to the information provided to us, there is no amount, which is required to be deposited in Investors Education and Protection Fund. Company is regular in paying other statutory dues as applicable to it and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, Following undisputed statutory dues payable in respect of statutes mentioned below as at 31st March 2011 for the period of more than six months from the date they become payable:

Name of Nature of Amount(Rs.) Period to which Current Statute dues dues relates Status

Finance Act, 1994 Service Tax 11,643,063 Till 30th September, 2010 Paid

The above amount do not include interest and other dues as may be payable on account of Non payment /delay in payments of statutory dues, which could not be quantified.

10. The company has no accumulated losses at the end of financial year 31st March 2011. The company neither incurred cash losses during the current financial year nor in the immediately preceding financial year.

11. In our opinion the company has not defaulted in repayment of dues to financial institution, bank or debenture holders. Accordingly, the provisions of clause 4 (xi) of the order are not applicable to the company.

12. According to information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of share, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the order are not applicable to the company.

13. According to information and explanations given to us, the company is not a chit fund or nidhi / mutual benefit fund / society therefore, the provision of the clause 4(xiii) of the companies (Auditors Report) order 2003 is not applicable.

14. (a) The company has done trading in shares securities, debentures and other investment. And has maintained proper records of the transactions and contracts.

(b) According to information and explanations given to us, we are of the opinion that timely entries and updation have been made therein.

(c) The Company has held shares, securities, and other investments in its own name.

15. According to the information and explanation given to us, the company has given a FDR of Rs. one crore for issuing a bank guarantee in favour of its 100% subsidiary Nu Tek Energy Private Limited from State Bank of India.

16. In our opinion, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on overall examination of the balance sheet of the company, in our opinion there are no funds raised on a short term basis which has been used for long term investment and vice versa.

18. The company has not made preferential allotment of share to parties and companies covered in the register maintained under section 301 of the company act, 1956 during the year.

19. The Company has not issued any debentures. Accordingly the clause 4(xix) of the order is not applicable to the company.

20. The management has disclosed the end use of money raised by public issue (refer Note No. 10 of Notes to accounts of Schedule No. 12 ) and same has been verified by us.

21. Based up on the audit procedures performed and the information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.



For SUMAN JEET AGARWAL & CO. Chartered Accountants

[SUMAN JEET AGARWAL] Partner Membership No. 091017 Firm Reg. No. 11945 N

Place : New Delhi Date : 30th May, 2011


Mar 31, 2010

We have audited the attached Balance Sheet of M/s Nu Tek India Limited, as at 31st March, 2010 and also the Profit and Loss account for the year ended on that date 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 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 principals used and significant estimate made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by Companies (Auditors Report) order, 2003 as amended by Companies ( Auditor Report Amendment) order 2004, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order. The Annexure forms part of report.

Subject to our comments in the annexure referred to above , we report that:

(A) We have obtained all the information and explanations, which to the best to 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 such books.

(C) The Companys Balance Sheet and Profit and Loss account and cash flow statement dealt with by this report are in agreement with the books of accounts.

(D) In our opinion, the Balance Sheet and Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

(E) On the basis of written representations received from directors, as on 31st March 2010 and taken on record by the board of Directors, We report that none of the Directors are 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

Without qualifying our report, Attention is drawn to the followings: Rs.

(I) Project Under progress written off

(Refer Note No. 8 of Notes to accounts in Schedule No.-12) 2,38,37,189/-

(II) Sundry Debtors Written off

(Refer Note No. 9 of Notes to accounts in Schedule No. 12) 52,08,335/-

(III) Advance to Creditors Written off

(Refer Note No. 9 of Notes to accounts in Schedule No. 12) 13,03,954/-

(IV) Liabilities Written Back

(Refer Note No. 10 of Notes to accounts in Schedule No. 12) 70,91,335/-

(F) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to notes on accounts thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

1. In so far as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2010 and

2. In so far as it relates to the Profit and Loss account of the Loss of the company for the year ended on that date.

3. In so far as it relates to the Cash Flow Statement of the company for the year ended on that date.

Annexure Referred to in paragraph 3 of our report of even date.

1. (a) The company has maintained proper records showing full particulars including quantitative details and situa- tion of fixed assets.

(b) As per management representation a major of the assets have been physically verified by the management in accordance with the phased programme of verification adopted by the company. Pursuant to the programme, the management physically verified a portion of the fixed assets in the financial year 2007-2008.As per explana- tion given by the management, no material discrepancies were noticed on such verification. No physical verification was carried out during the year.

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

2. (a) The Company does not carry any inventory at the end of the year. During the year, the inventory has been physically verified by the management . In our opinion, the frequency of verification is reasonable. There is no system of physical verification of Project under Progress.

(b) The procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company has maintained proper record of inventory. No material discrepancies were notice during the course of Physical verification of inventory .

3. (a) In our opinion and according to information and explanation given to us ,The Company has not granted any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(b) Since, the company has not granted any loan as referred to in Para 3 (a) above ,provision of clause 3 (b) and 3(d) of the order are not applicable to the company.

(c) In our opinion and according to information and explanation given to us ,The Company has taken any loans, secured or unsecured to companies, firm or other parties listed in the register maintaining under section 301 of the companies act, 1956.

(d) Since, the company has not taken any loan as referred to in Para 3 (c) above ,provision of clause 3 (f ) and 3(g) of the order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there are reasonable internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. (a) According to the information and explanation given to us, we are of the opinion that the company has entered the particulars all contracts or arrangements referred to in section 301 of the company act, 1956 in the regis- tered required to be maintained under that section.

(b) in our opinion and according to the information and explanation given to us. These transactions in pursuance of such contract or arrangement have been made at prices which are reasonable having regard to the prevail- ing market prices at the relevant times.

6. The company has not accepted any deposit from the public during the year within the meaning of the section 58A, 58AA or any other relevant provision of the companies act, 1956 and ruled framed there under.

7. In our opinion, the internal audit system of the company is commensurate with the size of the company and nature of its business.

8. As explained to us, the maintenance of cost records as required under section 209 (1)(d) of the companies act, 1956, has not been made applicable to the company products.

9. (a) The company is not regular in depositing undisputed statutory dues including Provided Fund, E.S.I., Income tax, Sales tax, Service Tax. According to the information provided to us , there is no amount, which is required to be deposited in Investors Education and Protection Fund. To the best of our knowledge and belief and accord- ing to the information and explanations given to us , provisions pertaining to customs duty are not applicable to the company. The company is regular in paying other statutory dues as applicable to it and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, Following undisputed statutory dues payable in respect of Income Tax were in arrears, as at 31st March, 2010 for the period of more than six months from the date they become payable:

Name of Statue Nature of Dues Amount (Rs.) Period to which Current

Status

Dues Relates

Income Tax 1961 Income Tax 3,46,51,213/- Assessment Year Paid

2009-10

Income Tax 1961 Fringe

Benefit Tax 43,39,147/- Assessment Year Paid

2009-10

The above amount do not include interest and other dues as may be payable on account of Non payment /delay in payments of statutory dues, which could not be quantified.

10. The company has no accumulated losses at the end of financial year 31st March 2010. The company neither incurred cash losses during the current financial year nor in the immediately preceding financial year. been registered for a period of less than five years hence clause 4(x) is not applicable.

11. In our opinion the company has not defaulted in repayment of dues to financial institution, bank or debenture holders. Accordingly, the provisions of clause 4 (xi) of the order are not applicable to the company.

12. According to information and explanations given to us, the company has not granted any loan and advances on the basis of security by way of pledge of share, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the order are not applicable to the company.

13. According to information and explanations given to us, the company is not a chit fund or nidhi / mutual benefit fund / society therefore, the provision of the clause 4(xiii) of the companies (Auditors Report) order 2003 is not applicable.

14. (a) The company has done trading in shares securities, debentures and other investment. And has maintained proper records of the transactions and contracts.

(b ) According to information and explanations given to us, we are of the opinion that timely entries and updation have been made therein.

(c) The Company has held shares, securities , and other investments in its own name.

15. In our opinion and according to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion, the term loans have been applied for the purposes for which they were raised.

17. According to the information and explanation given to us and on overall examination of the balance sheet of the company, in our opinion there are no funds raised on a short term basis which has been used for long term invest- ment and vice versa.

18. The company has not made preferential allotment of share to parties and companies covered in the register main- tained under section 301 of the Companies Act, 1956 during the year.

19. The Company has not issued any debentures. Accordingly the clause 4(xix) of the order is not applicable to the company.

20. The management has disclosed the end use of money raised by public issue ( refer Note No 11. of Notes to accounts of Schedule No. 12 ) and same has been verified by us.

21. Based up on the audit procedures performed and the information and explanations given to us by the management, we report that no material fraud on or by the company has been noticed or reported during the course of our audit.



For SUMAN JEET AGARWAL & CO.

Chartered Accountants

[SUMAN JEET AGARWAL]

Partner

Membership No. 091017

Firm Reg. No. 11945 N



Place : Delhi.

Date : 28th May, 2010

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