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Auditor Report of Ojas Asset Reconstruction Company Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Ojas Asset Reconstruction Co Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

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

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 standalone financial statements give the information required by the Act the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

As referred in note no 29 to the financial statement, the company have not complied with section 134 (1) and section 203 of Companies Act, 2013. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory

Requirements" of our report of even date

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

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

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

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

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

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

iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to or from companies, firms or other parties covered in the register required to be maintained under Section 189 of the Act. Accordingly, Paragraph 3 (iii) of the Order is not applicable.

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

v. The Company has not accepted any Deposits from any party, therefore following provisions of Companies Act Sec 73 to 76 and rules made there under and permission of Reserve Bank of India, the question does not arise.

vi. The maintenance of cost records is not prescribed for the company by the central government under sub-section (1) of sec 148 of the Companies Act, 2013. Therefore the company has not maintained any cost records during the year.

vii. a)According to the information and explanation given to us and the records of the company examined by us, in our opinion, the company is regular in depositing the undisputed statutory dues including provident fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, Duty of custom, duty of excise, value added tax and other and other material statutory dues, as applicable, with the appropriate authorities

b) According to the information and explanation given to us, no undisputed amount payable in respect of income tax, sales-tax, wealth tax, service tax, Duty of custom, duty of excise, value added tax and cess were in arrears, as at 31st March,2015 for a period of more than six months from the date they became payable.

c) The amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under have been transferred to such fund within time.

viii. The Company has accumulated loss, and has incurred cash loss during the financial year covered by our audit to the tune of Rs. 900,202/-

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

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

xi. There are no term loans taken by the company, therefore this clause is not applicable.

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

For DMKH & Co.

(Chartered Accountants) Firm's Registration No.: 116886W

Sd/- Manish Kankani (Partner) M.No. 158020

Date: 29/05/2015 Place: Mumbai


Mar 31, 2014

We have audited the accompanying financial statements Ojas Asset Reconstruction Company Ltd. ('the Company'), which comprises the Balance Sheet as at 31st March. 2014, the Statement of Profit and Loss and the cash flow statement for the year then ended and a summary of the 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 referred to in sub-section (3C)of section 211 of the Companies Act. 1956 ("the Act") read with General Circular No 15/2013 dated 15th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act. 2013 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 the 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 the 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 the 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 apropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 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 © 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 sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act. we report that-

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 rom 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 and Statement of Profit and Loss Statement comply with the Accounting Standards referred to In sub-section (3C) of section 211 of the Act re3d with General Circular No 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 clause (g) of sub-section (1) of section 274 of the Act

ANNEXURE TO THE AUDITORS REPORT

The annexure referred to in our report to the members of the OJAS ASSET RECONSTRUCTION CO LTO. ('the company') for the year ended 31ST march 2014. we report that:

(i) . In respect of its fixed assets:

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

(b) As explained to us. the fixed assets have been physically verified by the management during the year In a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. ©According to the information & explanations given to us and on the basis of such checks as we considered appropriate we report that no substantial part of the fixed assets has been disposed off during the year by the company.

(ii) The provisions of this clause are not applicable to the Company during the period covered under audit as no activities pertaining to goods of any nature was conducted by the company.

(iii) According to the information and explanations given to us, the Company has. during the year, granted interest free loan to to two parties amounting to Rs. 574.15 lakhs and taken interest free unsecured loan to meet deity fund requirements from two paitics of Rs. 15.50 lakhs which are covered in the register maintained under section 301 of the Companies Act. 1956. At the year end the outstanding balance of such loans granted was Rs. 455.00 lakhs and unsecured loan taken was Rs.15.00 lakhs respectively. In our opinion the rate of interest and other terms & conditions of above loans are not. prima fade, prejudicial to the interest of the Company. The Company is regular In repaying the principle amounts as stipulated as well as recovering the amount so granted.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses in the aforesaid internal control systems.

(v) (a) According to the information 3and explanations given to us and on the basis of such chocks as we considered appropriate we are of the opinion that the Company has entered all the transactions required to be entered In the register maintained u/s 301 of the Companies Act. 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements required to be entered in the registered maintained under section 301 of the Companies Act.1956 have been made at a price which is reasonable having regard to the prevailing market prices at that time.

(vi) The Company has not accepted any deposits from the public and hence directions issued by the Reserve 8ank of India and the provisions of Section 5SA and 58AA or any other relevant provisions of the Companies Act. 1956 and rules framed there under are not applicable for the year under audit

(vii) In our opinion and according to the information and explanations given to us, the Companies' internal audit system Is commensurate with the size and nature of its business.

ii) The provisions of this clause are not applicable to the company pertaining to maintenance of cost records under section 209(1) (d) of the Companies Act. 1956 as the company Is not a manufacturing entity.

(ix)According to the information and explanations given to us and the records of the Company examined by us. the Company has generally been regular in depositing undisputed statutory dues including Provident Fund. Employees State insurance, Income Tax, VAT. Service Tax. Wealth Tax. Customs Duty. Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities and there were no arrears outstanding as at the year end for a periiod of more than six months from the date they became payable. *

(x) According to the records of the Company and in our opinion, the accumulated losses at the end of the financial Year are not more than 50% of its net worth. Further, the Company has net incurred any cash loss during the financial year ended March 31. 2014 as well as in the Immediately preceding financial year ended on 31st March 2013.

(xi) According to the records of the Company examined by us and the information and explanations given to US. the Company has not obtained any financial assistance from any bank and/or FI's. Hence the provisions of the aforementioned clause are not applicable to the Company.

(xii) As the Company has not granted leans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraphs 4(xii) of the Order are not applicable.

(xiii) The provisions of any special statute as specified under paragraph 4(xili) of the Order is not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, in our opinion the company has not given any guarantee for loans taken by others from banks or financial Institutions.

(xvi) According to the information and explanations given to us. the Company has not raised any term loan during the year.

(xvii) Acoording to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that during the year short term funds have not been used to finance long term investments.

xvii) During the year, since the Company has not made any preferential allotment of shares, paragraph 4(xviii) of the oder is not applicable.

(xix) During the year since the Company has not issued any debentures, paragraph 4(xix) of the Order is not applicable.

(xx) During the year, since the Company has not raised any money by way of public issue, paragraph 4(xx) of the Order is not applicable.

(xxi) In our opinin and according to the information and explanations given to us. no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For: AMAA & ASSOCIATES (Chartered Accountants) FRN NO :013066C

(AMIT AGRAWAL) PARTNER MN0 404969

PLACE: NEW DELHI DATE: 30.05.2014


Mar 31, 2013

1. We have audited the attached Balance Sheet of Ojas Asset Reconstruction Co. Limited as at March 31, 2013 end also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statemt nts are the responsibility of the Company's management our responsibility is to express an opinion on these fmanc ai statements based on our audit

2. We conducted our qudit in accordance with the auditing standards generally accepted in India those standards require that we plan ar^J 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 incrudes assessing the accounting principles used and significant estimates m*de by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order. 2QQ4 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 19^6 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, We give in the Annexure a statement on the matter specified m paragraph 4 and 5 of Scfd order.

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

a) We have obtained a)l 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 and proper returns adequate for the purpose of our audit have been received from the branches; ;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (30 of Section 211 of the Companies Act, 1956;

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

(f) In our opinion and the best of our information and according to the explanations given to us. the said accounts give the infornrjation required by the Companies Act. 1956 in the manner so required a no give e true and fair view in conformity w|th the accounting pnnciples generally accepted In indie:

(i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31 2013.

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

(iii) in the case of the Ca^h Flow Statement, of the cash flow of the company for the year ended on that date.

THE ANNEXURE REFERRED TO IN THE MAIN AUDITORS REPORT OF EVEN PATH

{I}. In respect of its fixed assets:

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

(b) As explained to us. the fixed assets have been physically verified by the management dunng the year in a phased periodical manner, whifch in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

According to the inlormation & explanations given to us and on the basis of such checks as we considered appropriate we report that no substantial part of the fixed assets has been disposed off during the year by the company.

(ii) We nave been informed that the physical verification of finished goods has been conducted by the Management itself and the 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. The company is maintaining proper records of stores inventory and no material discrepancies were noticed on such physical verification.

(iii) According to the Information and explanations given to us, the Company has. during the year, granted interest free loan to meet operating expenses to two parties amounting to Rs, 66.50 lakh and taken interest free unsecured loan to meet daily fund requirements from two parties of Rs. 48.00 lakh which are covered in the register maintained under section 301 of the Companies Act, 1956. At the year end the outstanding balance of such loans granted was Rs. NIL and unsecured loan taken was Rs.48.00 lakh respectively. In our opinion the rate of interest and other terms & conditions of above loans are not, prime facie, prejudicial to the interest of the Company. The Company is regular in repaying the principle Amounts as stipulated as well as In recovering the amount so granted.

(iv) In our opinion and according to the information and explanations given to us. there are adequate internel control systems commensurate with the size of the Company and the nature of its business. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses in the aforesaid internal control systems.

(v) (a) According to the Information and explanations given to us and on the basis of such checks as we considered appropriate we are of he opinion that the Company has entered all the transactions required to be entered in the register maintained u/ s 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract; or arrangements required to be entered in the registered maintained under section 301 of the Companies Act,1956 have been made at a price which is reasonable having regard to the prevailing market prices at that time.

(vi) The Company has not accepted any deposits from the public and hence directions issued by the Reserve Bank of India and the provisions of Section 5SA and 58AA or any other relevant provisions of the Companies Act. 1956 and rules framed then under are not applicable for the year under audit.

{vii} In our opinion and according to the information and explanations given to us. the Companies' internal audit system is commensurite with the size and nature o? its business.

(viii) The provisions of this clause are not applicable to the compnay pertaining to maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 as the company is not a manufactruing entity.

(ix) According to the information and explanations given to us and the records of the Company examined by us. the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance. Income Tax, VAT, Service Tax. Wealth Tax. Customs Duty. Excise Duty. Cess and other material statutory dues applicable to it with the appropriate authorities and there were no arrears outstanding as at the year end for a period of more than six months from the date they became payable,

(x) According to the records of the Company and in our opinion, the accumulated losses at the end of the financial Year are not more than 50% of its net worth. Further, the Company has not incurred cash losses during the financial year ended March 31. 2013.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not obtained any financial assistance from any bank and/or FVs. Hence the provisions of the aforementioned clause are not applicable to the Company.

(xii) As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraphs 4(xir) of the Order are not applicable.

(xiii) The provisions of my special statute as specified under paragraph (xiii) of the Order Is not applicable to the Company,

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other Investments, paragraph 4(xiv) of the Order Is not applicable.

(xv) According to the information and explanations given to us. in our opinion the company has not given any guarantee for loans taken by others from banks or financial Institutions,

(xvi) According to the information and explanations given to us. the Company has not raised any term loan during the year.

(xvii) According to the Information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that during the year short term funds have not been used to finance long term investments.

(xvili) During the year, since the Company has not made any preferential allotment of shares, paragraph 4(xviii) of the Order is not applicable.

(xix) During the year, since the Company has not issued ary debentures, paragraph 4(xix) of the Order is not applicable.

(xx) During the year, since the Company has not raised any money by way of public issue, paragraph 4(xx) of the Order is not applicable.!

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For: AMAA & ASSOCIATES (Chartered Accountants) FRN NO. 013066C

MlT AGRAWAL) PARTNER MNO, 404969

PLACE: NEW DELHI DATE: 09.08.2013


Mar 31, 2012

Not Available


Mar 31, 2011

1. We have audited the attached Balance Sheet of Ojas Asset Reconstruction Co. Limited as at March 31, 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto prepared incorporating the effect of the Scheme of Arrangement sanctioned by the Honorable High Court of Delhi vide its order dated 19th August, 2011 to be effective retrospectively from 1st April 2009, for the amalgamation of Adinath Trading Pvt Limited and Chitralekh Trading Pvt Ltd. with Ojas Asset Reconstruction Co Limited (Formerly known as CHETRAM BALKRISHAN LIMITED). These financial statements are the responsibility of the Company''s management our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with the auditing standards generally accepted in India those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free or 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 cur audit provides a reasonable basis for our opinion,

3. As required by the Companies (Auditor''s Report’) Order, 2003 as amended by the Companies (Auditor''s 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 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, We give in the Annexure a statement on the matter specified in paragraph 4 and 5 of said order.

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

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

b) In our opinion, proper books of 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account 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,

e) We had requested directors to give written representations regarding their eligibility for appointment as Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 but no such representation was received by us and therefore we are unable to express our opinion on the subject

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give 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 March 31 2011-

(ii) In the case of the Profit and Loss Account, of the profit of the company for the year ended on that date; and

(iii) In the case of the Cash flow Statement, of the cash flow of the company for the year ended on that date.

ANNEXURE TO AUDITOR''S REPORT

Note; The word Company has been used in the report as referring to the three Companies which have been amalgamated.

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

(b) As explained to us, the Company has a system of physical verification of fixed assets which is designed to cover all assets over a period of three years and, in accordance therewith, physical verification of major portion of the fixed assets of the Company was carried out during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its fixed assets. In respect of the assets physically verified in the current year, reconciliation with the book records is in progress.

(c) In our opinion and according to the information and explanations given to us, the compnay has sold fixed asset though substantial in terms of amount yet as per the explanations given by the management it will not affect the going concern concept in future.

(ii) (a) During the year, the inventories have been physically verified 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 site of the Company and the nature of its business.

(c) On the basis of our examination of the records of inventories, we are of the opinion that, the Company is maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories is compared to book records were not material and have either been properly dealt with in the books of account or as per policy being recovered from the person incharge of stock if there are material shortages.

(iii) According to the information and explanations given to us, the Company has, during the year, not granted or taxen any loan, secured or unsecured to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions or clause 4 (iii) (b), (c) & (d) are not applicable.

(iv) In oar opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventories and fixed assets and with regard to the sale or goods and services during the year. Further, or the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instances of major weaknesses on the aforesaid internal control systems.

(v) (a) According to the information and explanations given to us and on, the basis of such checks as we considered appropriate we are of the opinion that the Company has entered all the transactions required to be entered in the register maintained u/s 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements required to be entered in the registered maintained under section 301 of the Companies Act, 1956 have been made at a price which is reasonable having regard to the prevailing market prices at that time.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) In our opinion and according to the information end expIanations given to us, the Companys internal audit system is commensurate with the size and nature of its business.

(viii) The provisions of this clause are not applicable to the company pertaining to maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 as the company is not a manufacturing entity.

(ix) According to the information and explanations Given to us and the records of the Company examined by us, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, VAT, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities and there were no arrears outstanding as at the year end for a period of more than six months from the date they became payable.

(x) According to the records of the Company and in our opinion, the accumulated losses at the end of the financial Year are not more than 50 in net worth, Further, the Company has not incurred cash losses during the financial year ended March 31, 2011, as well as in the immediately proceeding financial period ended March 31, 2010.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of ques to banks during the year. The Company has not taken any loans from financial institutions and has not issued debentures.

(xii) As the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraphs 1 (xii) of the Order are not applicable.

(xiii) The provisions of any special statute as specified under paragraph 4 (xiii) of the Order is not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, in our opinion the company has not given any guarantee for loans taken by others from tanks or financial institutions.

(xvi) According to the information and explanations given to us, the Company has not raised any term loan during the year.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that during the year short term funds have not been used to finance long term investments.

(xviii) During the year, since the Company has not made any preferential allotment of shares, paragraph 4 (xviii) of the Order is not applicable.

(xix) During the year, since the Company has not issued any debentures, paragraph 4 (xix) of the Order is not applicable.

(xx) During the year, since the Company has not raised any money by way or public issue, paragraph 4 (xx) of the Order is not applicable.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For: AMAA & ASSOCIATES (Chartered Accountants) FRN NO. 013066C

(AMIT AGRAWAL) PARTNER MNO. 404969 PLACE: NEW DELHI DATE : 02.09.2011

 
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