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Auditor Report of Onward Technologies Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of Onward Technologies Limited ("the Company") which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of these financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The 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; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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.

Auditors' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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 consolidated 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon of Notes to 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 profits and its cash flow for the year ended on that date.

Emphasis of Matter

We draw attention to Note 39 to the financial statements regarding non appointment of key management personnel. Our opinion is not modified 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 paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, 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 of the financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the financial statements have been kept 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 relevant books of account maintained for the purpose of preparation of the financial statements.

(d) In our opinion, the aforesaid 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 of the Company as on 31st March, 2015 taken on record by the Board of Directors, none of the directors of the Company is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters 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 has disclosed the impact of pending litigations on its financial position in its financial statements - refer Note 28 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses - refer Note 27 to the financial statements;

iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Auditors' Report (Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

(b) During the year, computer hardware has been physically verified by the Management. However discrepancies, if any, between the book records and the physical verification have not been ascertained. Or according to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) (a) The Company is a service Company, primarily engaged in Mechanical Engineering Designing and

Information Technology services and consultancy, further in respect of trading activities of the Company, the products viz. Software are purchase only if counter orders are received from the customer, thus it does not carry any physical inventories as on balance sheet date. Thus, paragraph 3(ii) (a) and (b) of the Order is not applicable.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans to wholly owned domestic subsidiary Company covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans:

(a) As per the agreement the loan and principal was not due during the financial year 2014-15.

(b) There is no overdue amount in excess of Rs. 1 Lac remaining outstanding as at the year end.

(iv) 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 the purchase of software products, fixed assets and for the sale of such software products and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) According to the information and explanations given to us and on the basis of our examination, the Company has not accepted any deposits from the public. As informed and represented to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunals. Accordingly, paragraph 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for any of the products and services rendered of the Company. Accordingly, paragraph 3(vi) of the Order is not applicable.

(vii) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Service Tax, Sales Tax, Customs Duty, Excise Duty, Cess and Other Statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of statutory dues were outstanding as at 31st March, 2015 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, as at the end of the year, there are no dues on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, cess and any other statutory dues as may be applicable, that have not been deposited on account of any dispute except as follows:-

Name of Nature of Dues Year Amount Statute Demanded (Rs.)

Income tax Transfer Pricing Adjustments FY 2007-08 48,482,500 Act, 1961 and disallowance u/s 43 (B)

Name of Statute Forum where dispute is pending

Income tax Act, 1961 ITAT (Appeal) Mumbai

(d) No amount was required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under. Accordingly the paragraph 3(vii)(c) of the order is not applicable.

(viii) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses in current financial year as well as in the immediately preceding financial year.

(ix) Based on the audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to any financial institutions or bank.

(x) According to the information and explanations given to us, the Company has given guarantees for loans taken by its wholly owned subsidiaries from banks or financial institutions.

(xi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xii) During the course of our examination of the books and records of the Company carried in accordance with the generally accepted auditing practices in India, and according to information and explanation 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 we have been informed of such case by the management.

For Kirtane & Pandit LLP

Chartered Accountants

Firm Registration Number: 105215W/W100057

Parag P. Pansare

Partner

Membership No.: 117309

Mumbai, May 13, 2015


Mar 31, 2014

We have audited the accompanying Financial Statements of Onward Technologies Limited ("the Company") which comprise the Balance Sheet as at March 31, 2014 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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 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. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial j 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 I 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 entity''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 said accounts read together with the notes thereon of Notes to 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:

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31, 2014; ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to note no 39 and 40 to the financial statements regarding non appointment of full time Company Secretary and outstanding amount of bond money receivable.

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 purpose of our audit;

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

c. the Balance Sheet and Statement of Profit and Loss, 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March31,2014, from being appointed as a director in terms of clause(g) of sub-section(l) of section 274 of the Companies Act, 1956.

Annexure to Auditors'' Report

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

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

(b) As explained to us, physical verification of major fixed assets has been conducted by the Management. However discrepancies, if any, between the book records and the physical verification have not been ascertained.

(c) During the year, the Company has disposed and discarded some of its fixed assets. In our opinion and according to the information and explanations given to us, fixed assets disposed off were not substantial and therefore has not affected the going concern assumption.

(ii) '' (a) The Company is a service Company, primarily engaged in Mechanical Engineering designing and Information Technology services and consultancy, further in respect of trading activities of the Company, the products viz. Software are purchase only if counter orders are received from the customer, thus it does not carry any physical inventories as on balance sheet date. Thus, paragraph 4(ii) (a) and (b) of the Order (as amended) is not applicable.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a) to (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has taken unsecured loan from its Holding Company which is covered under the register maintained under Section 301 of the Companies Act, 1956. The total maximum principal outstanding during the year including opening loan from subsidiary amounts to Rs. 50,839,915/- and the closing balance was Rs. 38,064,341/-

(c) The rate of interest and other terms of unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) The terms of arrangement do not stipulate any repayment schedule for principle. Accordingly, paragraph 4 (iii)(g) of the Order is not applicable to the Company in respect of repayment of the principal amount. However the Company is regular in repayment of Interest.

(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 regard to purchase of software products and fixed assets and for the sale of such software products and services. We have neither come across nor have been informed of any major weaknesses in the internal control system in the aforesaid areas.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that are required to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered. (b) In respect of transactions made in pursuance of such contracts or arrangements exceeding the value of Rs. five lakhs entered into during the financial year, have been made at prices which are reasonable having regard to the prevailing market prices based on the Transfer Pricing study carried out by the Company under Income Tax Act.

(vi) The Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the Order (as amended) is not applicable.

(vii) On the basis of Independent Auditors'' reports broadly reviewed by us, we are of the opinion that, even though the Company has an adequate internal audit system commensurate with the size and nature of its business however the frequency needs to be increased.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products and services rendered of the Company. Accordingly, paragraph 4(viii) of the Order (as amended) is not applicable.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employee state Insurance, Income tax, sales tax, service tax and any other material statutory dues applicable to it with appropriate authorities.

(b) In our opinion and according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, as at the end of the year, there are no dues on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, cess and any other statutory dues as may be applicable, that have not been deposited on account of any dispute except as follows:-

Sr. Name of Nature of Dues Year Amount Forum where

No. Statute Demanded (Rs.) dispute is pending

1. Income tax Transfer Pricing Adjustments FY 2007-08 48,482,500 ITATMumbai Act, 1961 & disallowance u/s 43 (B)

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

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of clause 4(xii) of the Order (as amended) is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Order (as amended) are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order (as amended) is not applicable.

(xv) According to the information and explanations given to us, the Company has given guarantees for loans taken by its wholly owned subsidiaries from banks or financial institutions.

(xvi) In our opinion, prima facie the term loans have been applied for the purpose for which they were raised.

(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 prima facie no funds raised on short-term basis have been used for Long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order (as amended) is not applicable.

(xix) According to the information and explanations given to us, during the year, the Company has not issued debentures. Accordingly, paragraph 4(xix) of the Order (as amended) is not applicable.

(xx) As the Company has not raised any money by way of public issue, disclosure requirement of the end use of money raised by public issue does not apply to the Company.

(xxi) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across any instant of fraud on or by the Company, noticed or reported during the course of our audit, nor have we been informed of such case by the Management.

For Kirtane & Pandit

Chartered Accountants

Firm Registration Number- 105215W

Parag P. Pansare

Partner

Membership Number 117309

Mumbai, May 21, 2014


Mar 31, 2013

We have audited the attached Financial Statements of ONWARD TECHNOLOGIES LIMITED ("the Company") which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date and the summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The management is responsible for the preparation of Financial Statements that give a true and fair view of the financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 standards on auditing issued by the Institute of Chartered Accountants of 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 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 risk of material misstatement of the financial statements, whether due to fraud or error. In making those assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 of our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon subject to Note No. 26 of Notes to Financial Statements, 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 the affairs of the Company as at March 31, 2013;

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

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 40 to the financial statements regarding non appointment of full time Company Secretary.

Report on other Legal and Regulatory Requirements

1. 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 matters specified in paragraphs 4 and 5 of the Order.

2. Further to our comments in the Annexure referred to in paragraph (1) above, 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 such 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) so far as appears from our scrutiny of books of account and other records, we are of the opinion that the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure referred to in our report of even date addressed to the Members of ONWARD TECHNOLOGIES LIMITED, on the financial statements for the year ended March 31, 2013. We report that:

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

(b) As explained to us, physical verification of major fixed assets has been conducted by the Management. Further, in view of the above, the discrepancies, if any, between the book records and the physical verification have not been ascertained.

(c) During the year, the Company has disposed and discarded some of its fixed assets. In our opinion and according to the information and explanations given to us, fixed assets disposed off were not substantial and therefore has not affected the going concern assumption.

(ii) (a) The Company is a service company, primarily engaged in Mechanical Engineering Designing and Information Technology Services and Consultancy, further in respect of trading activities of the Company, the products viz. Software are purchase only if counter orders are received from the customer, thus it does not caries any physical inventories as on balance sheet date. Thus, paragraph 4(ii) (a) and (b) of the Order (as amended) is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of movement of Software products.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (a) to (d) of the Order are not applicable. (e) According to the information and explanations given to us, the Company has taken unsecured loan from its Holding Company which is covered under the register maintained under Section 301 of the Companies Act, 1956. The total maximum principal outstanding during the year amounts to Rs. 75,177,523/- and the closing balance was Rs. 15,827,500/-

(f) The rate of interest and other terms of unsecured loans taken by the Company are not prima facie prejudicial to the interest of the Company.

(g) The terms of arrangement do not stipulate any repayment schedule for principle. Accordingly, paragraph 4

(iii)(g) of the Order is not applicable to the Company in respect of repayment of the principal amount. However the Company is regular in repayment of interest.

(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 regard to purchase of inventory and fixed assets and for the sale of goods and service. We have neither come across nor have been informed of any major weaknesses in the internal control system in the aforesaid areas.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that are required to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

p(b) In respect of transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees five lakhs entered into during the financial year, have been made at prices which are reasonable having regard to the prevailing market prices based on the Transfer Pricing study carried out by the Company under Income Tax Act.

(vi) The Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the Order (as amended) is not applicable.

(vii) On the basis of Independent Auditors'' reports broadly reviewed by us, we are of the opinion that, even though the Company has an adequate internal audit system commensurate with the size and nature of its business however the frequency needs to be increased.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products and services rendered of the Company. Accordingly, paragraph 4(viii) of the Order (as amended) is not applicable.

(ix) (a) In our opinion, the Company is not regular in depositing undisputed statutory dues including employees'' state insurance, income tax, wealth tax, service tax and sales tax however the Company is generally regular in depositing provident fund, investor education and protection fund, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, with the appropriate authorities as observed by us during the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India.

(b) In our opinion and according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, were in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, as at the end of the year, there are no dues on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, cess and any other statutory dues as may be applicable, that have not been deposited on account of any dispute except as follows:-

Sr. Amount Forum where N . Name of Statute Nature of Dues Year Demanded dispute is (Rs.) pending

1 Central Sales Tax Non submis sion of FY 2002-03 698,463 Jt Commis sioner of

Form C Sales Tax, Mumbai

Income tax Transfer Act, 1961 Pricing FY 2007-08 48,482,500 CIT(Appeal) 2. Adjust ments & Mumbai

disallo wance u/s ] 43 (B)

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

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of clause 4(xii) of the Order (as amended) is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order (as amended) is not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order (as amended) is not applicable.

(xv) According to the information and explanations given to us, the Company has given guarantees for loans taken by its wholly owned foreign subsidiaries from banks or financial institutions.

(xvi) In our opinion, prima facie the term loans have been applied for the purpose for which they were raised.

(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 prima facie no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the Order (as amended) is not applicable.

(xix) According to the information and explanations given to us, during the year, the company has not issued debentures. Accordingly, paragraph 4(xix) of the Order (as amended) is not applicable.

(xx) As the Company has not raised any money by way of public issue, disclosure requirement of the end use of money raised by public issue does not apply to the Company.

(xxi) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across any instant of fraud on or by the Company, noticed or reported during the course of our audit, nor have we been informed of such case by the Management.

For Kirtane & Pandit

Chartered Accountants

(Firm Registration Number-: 105215W)

Parag P. Pansare

Partner

Membership No.: 117309

Mumbai, May 17, 2013


Mar 31, 2012

We have audited the attached Balance Sheet of ONWARD TECHNOLOGIES LIMITED ("the Company") as at March 31, 2012, the Statement of Profit and Loss for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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 standards on auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (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 matters specified in paragraphs 4 and 5 of the Order.

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

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

b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of such 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) so far as appears from our scrutiny of books of account and other records, we are of the opinion that the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) on the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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) Without qualifying our opinion, we draw attention to Note 39 to the financial statements regarding the non- appointment of the full time Company Secretary;

g) in our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon subject to Note No. 26 and 39 of Notes to Financial Statements, 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 the affairs of the Company as at March 31, 2012;

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

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

Annexure referred to in paragraph 1 of our report of even date addressed to the Members of ONWARD TECHNOLOGIES LIMITED, on the financial statements for the year ended March 31, 2012.

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

(b) As explained to us, physical verification of major fixed assets has been conducted by the management. Further, in view of the above, the discrepancies, if any, between the book records and the physical verification have not been ascertained.

(c) During the year, the Company has disposed some of its fixed assets. In our opinion and according to the information and explanations given to us, fixed assets disposed off were not substantial and therefore has not affected the going concern assumption.

(ii) (a) The Company is a service company, primarily engaged in Mechanical Engineering designing and Information Technology services and consultancy, further in respect of trading activities of the Company, the products viz. Software are purchase only if counter orders are received from the customer, thus it does not caries any physical inventories as on balance sheet date. Thus, paragraph 4(ii) (a) and (b) of the Order (as amended) is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of movement of inventories.

(iii) (a) According to the information and explanations given to us, the Company has not granted any unsecured loans to parties which are covered under the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken loan from two companies whose names are listed in the register maintained under Section 301 of the Companies Act, 1956. The total amount involved was Rs 40,200,000.

(c) The rate of interest and other terms and conditions of unsecured loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) The terms of arrangement do not stipulate any repayment schedule for principle and interest thereon, however Onward Technologies Limited has unconditional right to defer the principal and interest amount as agreed by both parties. Accordingly, paragraph 4 (iii)(g) of the Order is not applicable to the Company in respect of repayment of the principal and interest amount.

(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 regard to purchase of inventory and fixed assets and for the sale of goods and service. We have neither come across nor have been informed of any major weaknesses in the internal control system in the aforesaid areas.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that are required to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs with any parties during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the Order (as amended) is not applicable.

(vii) On the basis of internal audit report broadly reviewed by us, we are of the opinion that, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products and services rendered of the Company. Accordingly, paragraph 4(viii) of the Order (as amended) is not applicable.

(ix) (a) In our opinion, the Company is not regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, with the appropriate authorities as observed by us during the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.

(b) In our opinion and according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, were in arrears, as at March 31, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, as at the end of the year, there are no dues on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, cess and any other statutory dues as may be applicable, that have not been deposited on account of any dispute except as follows:-

Sr. Name of Statute Nature of Dues Year Amount No. involved (Rs.)

1. Income Tax Act, 1961 Transfer pricing A.Y. 2006-07 38,394,111 adjust ment and Disallo wance u/s 36 (10(va)

2. Income Tax Act, 1961 Transfer pricing A.Y. 2007-08 26,076,636 adjustment

3. Central Sale Tax Non submission F.Y. 2002-03 698,463 of Form C

4. Central Sale Tax Interest F.Y. 2003-04 608,811

5. Maharashtra State Tax on Assessment F.Y. 2007-08 579,128 Professions, Trade, Dues Callings and Employments Act, 1975

6. Income Tax Act, 1961 Transfer Pricing A.Y. 2008-09 48,482,500 adjustments & disallowance u/s 43 (B)

Name of Statute Amount paid Forum where under protest dispute is pending

Income Tax Act,1961 - CIT(Appeal), Mumbai

Income Tax Act,1961 - CIT(Appeal), Mumbai

Central Sale Tax - JT.Comm of sale Tax Mumbai

Central Sale Tax - JT.Comm of sale Tax Mumbai

Maharashtra State Tax on professions Trade, Callings and Employments Act, 1975 150,000 Dt.Comm of sale Tax (Appeals)

Income Tax Act,1961 - CIT(Appeal), Mumbai

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

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of clause 4(xii) of the Order (as amended) is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Order (as amended) are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order (as amended) is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has given guarantees for loans taken by its wholly owned subsidiaries from banks or financial institutions.

(xvi) In our opinion, prima facie the term loans have been applied for the purpose for which they were raised.

(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 prima facie no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the Order (as amended) is not applicable.

(xix) According to the information and explanations given to us, during the year, the Company has not issued debentures. Accordingly, paragraph 4 (xix) of the Order (as amended) is not applicable.

(xx) As the Company has not raised any money by way of public issue, disclosure requirement of the end use of money raised by public issue does not apply to the Company.

(xxi) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across any instant of fraud on or by the Company, noticed or reported during the course of our audit, nor have we been informed of such case by the management.

For Kirtane & Pandit

Chartered Accountants

(Firm Registration Number: 105215W)

Parag P. Pansare

Partner

Membership No.: 117309

Mumbai, May 25, 2012


Mar 31, 2010

We have audited the attached Balance Sheet of Onward Technologies Limited ("the Company") as at March 31, 2010, the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. 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 principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors 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 matters specified in paragraphs 4 and 5 of the Order.

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

a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit except note no. 20 of schedule R for which adequate documentations are not available; (Refer Note No. 20 of Schedule R) ;

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

d) so far as appears from our scrutiny of books of account and other records, we are of the opinion that 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, 1956;

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

f) in our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon subject to para 2(a) above and note no 3 of schedule R, 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 the affairs of the Company as at March 31, 2010; ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 1 of our report of even date addressed to the Members of Onward Technologies Limited, on the financial statements for the year ended March 31, 2010.

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

(b) During the year Fixed Assets has not been physically verified by the Management, however, there is a regular programme of physical verification in a phase manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

(c) During the year, the Company has disposed some of its fixed assets. In our opinion and according to the information and explanations given to us, fixed assets disposed off were not substantial and therefore has not affected the going concern assumption.

(ii) (a) The Company is a service Company, primarily engaged in Mechanical Engineering designing and Information Technology services and consultancy, further in respect of trading activities of the Company, the products viz. Software are purchase only if counter orders are received from the customer, thus it does not caries any physical inventories as on balance sheet date. Thus, paragraph 4(ii) (a) and (b) of the Order (as amended) is not applicable.

(b) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of movement of inventories.

(iii) (a) According to the information and explanations given to us, the Company has not granted any secured or unsecured loan to companies, firm or other parties covered in the register maintain under Section 301 of the Companies Act, 1956. Consequently, clauses (iii)(a) to (iii)(d) of paragraph 4 of the order are not applicable.

(b) The Company has taken loan from three companies whose names are listed in the register maintained under Section 301 of the Companies Act, 1956. The total amount involved was Rs. 894.04 Lac.

(c) The rate of interest and other terms and conditions of unsecured loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(d) The terms of arrangement do not stipulate any repayment schedule for principle and interest thereon and are repayable on demand. Accordingly, paragraph 4 (iii)(g) of the Order is not applicable to the Company in respect of repayment of the principle and interest amount.

(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 regard to purchase of inventory and fixed assets and for the sale of goods and Service. We have neither come across nor have been informed of any major weaknesses in the internal control system in the aforesaid areas.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that are required to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.Five Lakhs with any parties during the year have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Accordingly, paragraph 4(vi) of the Order (as amended) is not applicable.

(vii) On the basis of internal audit report broadly reviewed by us, we are of the opinion that, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products and services rendered of the Company. Accordingly, paragraph 4(viii) of the Order (as amended) is not applicable.

(ix) (a) In our opinion, the Company is not regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, with the appropriate authorities as observed by us during the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.

(b) In our opinion and according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, customs duty, excise duty, cess and any other material statutory dues, as may be applicable, were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, as at the end of the year, there are no dues on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty, cess and any other statutory dues as may be applicable, that have not been deposited on account of any dispute except as follows:-

Sr. Name of Statute Name of Dues Year No.

1. Income Tax Act, 1961 Disallowance of Expenses A.Y.2004-05 and claim u/s 41(3)

2. Income Tax Act, 1961 Disallowance u/s 36(10(va)) A.Y.2005-06 and Deprecation claim

3. Income Tax Act, 1961 Penalty A.Y.2005-06

4. Income Tax Act, 1961 Transfer pricing adjustment A.Y.2006-07 and Disallowance u/s 36(10(va))

5. Income Tax Act, 1961 Penalty A.Y.2007-08

7. Central Sale Tax Non submission of Form C F.Y. 2002-03

8. Central Sale Tax Interest F.Y. 2003-04

Name of Statute Amount Forum where dispute is Demanded Rs. pending.

Income Tax Act, 1961 349.56 CIT(Appeal), Mumbai

Income Tax Act, 1961 78.20 CIT(Appeal), Mumbai

Income Tax Act, 1961 1.00 CIB, Pune

Income Tax Act, 1961 360.06 CIT(Appeal), Mumbai

Income Tax Act, 1961 0.36 CIB, Pune

Central Sale Tax 6.99 JT.Comm of Sale Tax,Mumbai

Central Sale Tax 7.09 JT.Comm of Sale Tax,Mumbai

(x) The Company does have accumulated losses at the end of the financial year, however it doesnt exceed fifty percent of net worth of the Company and it has incurred cash losses in current financial year as well as in the immediately preceding financial year.

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

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provision of clause 4

(xii) of the Order (as amended) is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4

(xiii) of the Order (as amended) are not applicable.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4

(xiv) of the Order (as amended) is not applicable.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly paragraph 4

(xv) of the Order (as amended) is not applicable.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(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 no funds raised on short-term basis have been used for Long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4

(xviii) of the Order (as amended) is not applicable.

(xix) According to the information and explanations given to us, during the year, the Company has not issued debentures. Accordingly, paragraph 4

(xix) of the Order (as amended) is not applicable.

(xx) As the Company has not raised any money by way of public issue, disclosure requirement of the end use of money raised by public issue does not apply to the Company.

(xxi) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across any instant of fraud on or by the Company, noticed or reported during the course of our audit, nor we have been informed of such case by the Management.



For Kirtane & Pandit Chartered Accountants (Firm No. 105215W)

Parag P. Pansare Partner Membership No.: 117309

Mumbai, May 21, 2010



 
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