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Auditor Report of Panafic Industrials Ltd.

Mar 31, 2016

To the Members of Panafic Industrials Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Panafic Industrials Limited (the Company), which . comprise the Balance Sheet as at 31st March 2016nd the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policy and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Director is responsible for that estimated in section 134(5) of the Companies Act, 20B (the Act)’ with respect to the preparation of these and alone financial statements that give a true afraid view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under Section 1BB of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the as at the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that an based on and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively 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 wherever free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the standalone Financial statements based on our audit.

We have taken into account 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 Audit signified 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 perfuming procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors 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 consider financial control relevant to the Company’s preparation of the financial statement give a true and fair view order to design audit procedures that are appropriate in the circumstance ,audit also includes evaluating the appropriateness of accounting . policies used and the reasonableness of the accounting estimates made by Company’s Director well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India of the state of affairs of the Company as t 31 March 2016; and its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order 120 (Order”), issued by the Central Government of India in terms f sub-section (I) of Section 4-3 of the Act, we enclose: the ‘Annexure A” a statement on the matters specified in paragraph 3 and 4 of the said Order.

As required by Section 43(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, as appears from our examination of those books;

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

d) In our opinion, the for standalone financial statement comply with the Accounting Standard specified under section 33 of the Act, read wit Rule 7 of the companies (Accounts) Rules, 2014;

e) On the basis of written represent received from the directors are 31 March 2016, and taken on record by the Board of Directors, none of the directors is disqualified a3sI Monarch 2016, from being appointed as a director in terms of Section 134(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B and

g) With respect to the other matter be included in the Auditors Report in accordance with Rule Il of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according (explanations given to us:

(i) The Company has disclosed the impact opening litigations on its financial position in its financial statements ;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable loss and

(iii) There were no amounts which were require to be transferred to the Investor Education and Protection Find by the Company .

Annexure A to the Independent Auditors’ Report

i. There are no Fixed Assets in the company Hence, the provisions of paragraph) (a), (b) and (c) of the order are not applicable.

ii. As informed to us, the inventor which is in the nature of securities, been physically verified by the management during the year, either by actual inspection or on the basis of statement received from depository participants in expect of shares held as inventory. In our opinion, the frequency of verification is reasonable o material discrepancies have been notice on physical verification of inventory.

iii. The Company has not granted any loans, secured or unsecured to Companies, or other parties covered in the register maintained under section 139 of the Act According to the information and explanations given to us, we are of t e opinion that there are air ms or limited liability partnerships covered in the register maintained under Section 18 of the Act .

iv. According to the information and explanations given to us, in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 85 and 186 of the Act, to the extent applicable.

v. According to the information and explanations given to us, the company has not accepted any deposited the public as mentioned in the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and rules framed there under.

vi. The Central Government has not prescribed the maintenance of cost records un distribute of section 148 of the Act, for any of the services rendered by the company. Hence, the provisions of paragraph 3(vi) of the Order is at applicable.

vii. (a) According to the information and explanations given to us on the basis of our examination of records of the Company, amounts deducted/accrued in the books of account in respect undisputed statutory dues including Provident Fund, Employees State Insurance, Income-tax, Service tax, and other material statutory have generally been regularly deposited during the year by the company with the appropriate authorities. As explained to u the Company did not have any dues on account of Value added- Sales tax, Cess, Duty of Excise and Duty of Customs.

According to the information and explanations given to ms undisputed amounts payable in respect of Income tax, Provident Fund, Service tax and other material statutory years where in arrears as at B1 March 206 for a period of more than six months from the date they become payable,

(b) According to the information and explanations provided to there are no dues on account of Income;, Provident Fund and Service tax which have not been deposited with the appropriate authorities on account of disputes as at 31 March 2016.

viii. In our opinion, and according to the information and explanations give us the Company has not defaulted in repayment of dues to any banks and financial institutions. The Company did not have any outstanding du s to debenture holders during the ye ar.

ix. According to the information and explanations given towards, our examination of the records of the Company, no term loans have been obtained by the Company during the year. The Company has not raised any money by way of in the public offer or further public offer (including debt instruments).

x. According to the information and explanations given to u no fraud by the Company or on the Company by its officer s or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to the managerial remuneration has-been paid or provided in accordance with the requisite approvals mandated by the provisions section 97 read with Schedule Vo the Act.

xii. According to the information and explanations given to the Company is not a Nidhi Company. Hence the provisions of paragraph 3(xii) of the Order note applicable.

xiii. According to the information and explanations given to, us and on the basis of our examination of the records of the Company, there are no transactions with the related parties which are not in compliance with Section 117 and 188 of the Act and the details have been disclosed in the financial statements, as required, by the applicable accounting standards .

xiv. According to the information and explanations given to the Company has not made any preferential allotment of private placement of shares or fully or partly convertible debentures during the year under audit.

xv. According to the information and explanations given to us, and based on our examination of the better Company has not entered into each transactions with directors or persons connected with him. According paragraph 3 (xv) of the Order are not applicable.

xvi. The Company is already registered under Section: 115 of the Reserve Bank of India Act, 1934. The copy of such registration has been obtained.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls over financial report Panafic Industrials Limited (the Company)’ as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidant Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detect of frauds and errors, the accuracy and completeness of the accounting records, and the timely prepare shareholder financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial control over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Not the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section :143(1)of the Companies Act, 2013, to the extent applicable to an audit internal financial controls both applicable to an audit of internal financial contras both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable about whether adequate internal financial cont roster financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and equating the design and operating effectiveness of internal control based on the assessed r k. The procedures selected depend on the auditors judgment, in change the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion in Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparatory in financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded a necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (B) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial control over financial report including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur aid not be detected . Also projections of any evaluation of the edictal financial control over financial reporting nature periods are subject to the risk that the internal financial control over financial reporting become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over finance re o and such, internal financial control over financial reporting operating effectively as at B1 March, 206, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial controls Over Financial Reporting issued by the Institute }f Chartered Accountants of India.

For ROHIT SURI & ASSOCIATES

CHARTERED ACCOUNTANTS

FRN: 012259N

Sd/-

ROHIT SURI

PROPRIETOR

M. NO.91064

PLACE: NEW DELHI

DATED: 30-May-2016


Mar 31, 2015

We have audited the accompanying financial statements of Panafic Industrials Limited ('the Company'), which comprise the Balance Sheet as at 31 March 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 matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be 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 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31 March 2015; and

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

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

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 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 said Order.

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

(i) 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;

(ii) 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;

(iii) 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.

(iv) 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.

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

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

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

ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

(Referred to in our report of even date)

1. There are no Fixed Assets in the company. Accordingly clause (i) (a) and (b) of the order are not applicable.

2. (a) As informed to us, the inventory has been physically verified by the management during the year, either by actual inspection or on the basis of statement received from depository participants in respect of shares held as inventory. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explained to us, no material discrepancies have been noticed on reconciliation of stock with the custodian and depository participants as compared to the book stock.

3. The Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly clauses iii (a) and (b) of the order are not applicable

4. 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 purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal controls.

5. In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits from public to which the directives issued by Reserve Bank of India and provisions of sections 73 to 76 of the Companies Act, 2013, including rules framed there under, appli. Further, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal.

6. To the best of our knowledge and as explained to us, the Central Government has not prescribed the maintenance of cost records by the company under sub section (1) of section 148 of the Companies Act, 2013 for the services rendered by the company.

7. (a) According to the information and explanations given to us and according to the books and records produced before us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth-tax, service-tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, with the appropriate authority, as applicable to it.

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

(c) According to the information and explanations provided to us, the company is not required to transfer 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.

8. The Company does not have any accumulated losses.

9. According to the books of accounts and records of the company, there has been no default in repayment of dues to any financial institutions or banks during the year.

10. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks and financial institutions.

11. According to the information and explanations given to us, the company has not availed any term loan during the year under audit.

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

For ROHIT SURI & ASSOCIATES

Firm Registration No.: 012259N

Chartered Accountants

Sd/-

ROHIT SURI

Place: New Delhi Proprietor

Date: 30th May, 2015 M. No.91064


Mar 31, 2014

We have edited toe accompany*, and, statements of panafic industrial Limited (the company) which comprise the balance sheet as at the statement of Profit and Loss and Cash flow Statement for the year then ended, and summary of significant accounting and policies and other explanatory information.

Management's Responsibility for the financial statements

Management Is responsible for the preparation of these Lancia, statements that give a true and fair view of the financial position, financial Performance and cash flow of the company in accordance with the accounting standard referred to in sub section (3c) of section 211 of the Companies Act,1956 9the Act) read with the General circular 15/2013 dated September 2013 of the Minority of corporate Affaires in respect of section 133 of the companies act,2013. This responsibility includes the design, implementation and maintained of internal control relevant to the preparation of the financial statement that give a true and fair view and are five from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility, is to express an opinion on these financial statement based on our audit, we conducted our audit in accordance with the Standards on Auditing issue by the Institute of Charted 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.

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 accordance to the financial statement give the information require by the Act, in the manner to require and give 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 31 March 2014;

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

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

(c) and belief were necessary for the purposes

Report on other Legal and Regulatory Requirements

1 As required by the companies (Auditors Report) Order, 2003 issued by the Central government of India In terms Of sub section (4A) of section 227 of the Act, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said others.

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

(i) We have obtained, all the in formation and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit:

(ii) In our opinion, proper books of accounts as required by th law hav been kept by the company, so far as appears from our examination of those books;

(iii) the Balance Sheet, the statement of Profit and Loss and the Cash Flow Statement with by this report are in agreement with the books of accounts;

(iv) In our opinion, the balance Sheet, the statement of Profit And Loss Account and the Cash flow statement delta with by this report company with the Accounting standards refer to in sub- section (3c) f section 211 of the companies act, 1956 red with the general circular 15/2013 dated September 2013 of the ministry of corporate Affairs in respect of Section 133 of the Companies Act, 2013, and

(v) on the basis of written representation received from the directors of tne company as on 31 March 2014 and taken on record by the Board of directors, none of the Directors is disqualified as at 3 march 2014 from being appointed as a director in terms of Clause (9) of sub section (1) of Section 274 of the Act.

For ROHIT SURI & ASSOCIATES

Charted Accountants

Firm Registration No.: 012259N

ROHIT SURI

PROPRIETOR

Membership No.091064


Mar 31, 2012

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

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those 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.

3. As required by the Companies (Auditors' Report) Order 2003, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 purpose of our audit;

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

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

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

e) On the basis of written representation received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that 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) In our opinion, and to the best of our information and according to the explanations given to us, the accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

ii) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 ;

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

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

(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.

(b) All the assets have been physically verified by the management during the year, which in our opinion is reasonable having regards to the size of the company and the nature of its assets. Physical verification was carried out during the year and no material discrepancies were noticed.

(c) As per information given to us by the management, the company has not disposed off any substantial part of its Fixed Assets during the year.

(ii) In respect of Inventories:

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

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

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

(a)According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured to/from companies, firms or other parties, covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4(iii) (b), (c) and (d) of the companies (Auditor's Report) 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct regulator weaknesses in internal control system.

(v) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the -¦ transactions made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956, have so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under Section 301 of Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

(vi) According to the information and explanations given to us, the company has not accepted any deposits as defined under sections 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records have not been prescribed by the Central Govt, under section 209 (1) (d) of the Companies Act, 1956.

(ix) In respect of statutory dues:

(a)According to the records of the- Company, in our opinion the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amount payable in respect of income tax, sales tax, customs duty, wealth tax and excise duty were outstanding as on 31st March 2012 for a period of more than six months from the date becoming payable.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) According to the records of the company examined by us and the information and explanations given to us, the company has not taken any loan from financial institution or bank or debenture holders as at the balance sheet date.

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

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company. /firms (xiv) In respect of shares, securities, debentures and other investments, dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts, and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others, from banks or financial institutions during the year.

(xvi) The Company has not raised any term loans during the current year. Therefore, the provisions of clause (xvi) of paragraph 4 of the Order are not applicable to the Company.

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

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

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company has not issued any debentures.

(xx) The company has not raised money by way of public issues during the year.

(xxi) In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed during the year.

For M/S RSAV & COMPANY

CHARTERED ACCOUNTANTS

F.R.N.-022058N

ABHINAYA VERMA

Place : New Delhi (PARTNER)

Date : 25th August, 2012 M.NO.-511290


Mar 31, 2011

We have audited the attached Balance Sheet of PANAFIC INDUSTRIALS LTD. as at 31st March 2011 and the Profit and Loss Account of the Company for the year ended on that date annexed thereto and report that these financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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, issued by the Company Law Board in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

2) 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 purpose of our audit:

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

c) The Company's Balance Sheet, Profit and Loss Account dealt with by the report are in agreement with the books of accounts and returns. x£»E£x

d) In our opinion, the profit & loss account and balance sheet comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of companies Act. 1956.

e) On the basis of our examination of books and according to the information and explanations given to us, no material observations have been noticed during our audit which have any adverse effect on the functioning of the company as referred to in section 227(3)(e) of the companies act.

On the basis of written representation received from the directors of the company as on 31.03.2011, we report that none of the directors of the company is disqualified from being appointed as director under clause (g) of sub section 1 of section 274 of the companies act as referred to in section 227(3)(f) of the companies act. 1956.

3. In our opinion, and to the best of our information and according to the explanations given to us, the said balance sheet and profit and loss account read together with the significant accounting policies and other notes thereon give the information required by the companies act, 1956 in the manner so required and give true and fair view: -

i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and;

ii) In so far as it relates to the Profit & Loss Account, of the profit of the company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(i) (a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

-NA-

(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

-NA-

(c) If a substantial part of fixed assets have been disposed of during the year whether it has affected the going concern;

-N.A.-

(ii) (a) Whether the physical verification of inventory has been conducted at reasonable intervals by the management.

-Yes.-

(b) Are the procedure of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of business If not, the inadequacies in such procedures should be reported;

-Yes-, No Inadequacies Noticed

(c) Whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

-Yes.-, No material discrepancies noticed

(iii) (a) has the company either granted any loans, secured or unsecured to companies firms or other parties covered in the register maintained under section 301 of the Act, if so, give the number of parties and amount involved in the transaction;

(b) Whether the rate of interest and other terms and conditions of loans given by the company, secured or unsecured are prima facie prejudicial to the interest of the company;

-N.A.

(c) Whether payment of the principal amount and interest are also regular;

N.A.

(d) If overdue amount is more than one lakh whether reasonable steps have been taken by the company for recovery / payment of the principal and interest;

-N.A.-

(e) Has the company either taken any loans, secured or unsecured from companies firms or other parties covered in the register maintained under section 301 of the Act, if so, give the number of parties and amount involved in the transaction;

-NO-

(f) Whether the rate of interest and other terms and conditions of loans taken by the company, secured or unsecured are prima facie prejudicial to the interest of the company;

-N.A.-

(g) Whether payment of the principal amount and interest are also regular.

-N.A.-

(iv) Is there an adequate internal control procedure commensurate with the size of the company and nature of fits business, for the purpose of the inventory and fixed assets and for the sale of goods. Whether there is a continuing failure to correct major weakness in internal control;

-Yes, No major weakness-

(v) (a) Whether transactions that need to be entered into a register in pursuance of section 301 of the Act have been so entered;

-YES-

(b) Whether each of these transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time;

-Yes Wherever Applicable-

(This information is required only in case of transactions exceeding the value of five lakh rupees in respect of any party and in any one financial year);

(vi) In case the company has accepted deposits from the public, whether the directives issued by the Reserve bank of India and provision section 58A and 58AA of the Act and the rules framed there under, where applicable, have been complied with. If not, the nature of contraventions should be stated; If an order has been passed by the company Law Board whether the same has been complied with or not?

-No public deposit accepted-

(vii) Where maintenance of cost record has been prescribed by the central government under clause (d) of sub section (1) of section 209 of the Act, whether such account and records have been made and maintenance

-N.A.-

(viii) (a) Is the company regular in depositing undisputed statutory dues including Provident Fund, investor Education and Protection Fund, Employee's State insurance, Income Tax, Sale Tax, Wealth Tax, Custom Duty, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six month from the date they become payable, shall be indicated by the auditor;

Yes-, No arrears of undisputed statutory dues-

(b) In case dues of sales tax. Income Tax. Sale Tax, Wealth Tax, Excise Duty / cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending may please be mentioned.

-N.A.-

(A mere representation to the department shall not constitute the dispute);

(ix) Whether the company has defaulted of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

-NO

(x) If the company is dealing or trading in shares, securities, debentures and other investments, whether proper records have been maintained of the transactions and contracts and whether timely entries have been made therein; also Whether the shares, securities, debentures and other securities have been held by the company, in its own name expect to the extent of the exemption, if any, granted under section 49 of the Act; -

-N.A.-

(xi) Whether the company has given any guarantee for loan taken by others from bank or financial institutions, the terms and condition where of are prejudicial to the interest of the company:

-N.A.-

(xii) Whether term loans were applied for the purpose for which the loans where obtain

-NA.-

(xiii) Whether the funds raised on short terms basis have been used for long term investment and vice versa, the nature and amount is to be indicated;

-N.A.-

(xiv) Whether the company has made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, and if so whether the prices at which shares have been issued is prejudicial to the interest of the company;

-N.A.-

(xv) Whether securities have been created in respect of debentures issued?

-N.A.-

(xvi) Whether the management has disclosed on the end use of money raised by the public issued and the same has been verified;

-N.A.-

(xvii) Whether any fraud on or by the company has been noticed or reported during the year; if yes, the nature and the amount involved is to be indicated.

-No fraud noticed or reported-

For M/S SAURABH ABHINAYA & CO.

Chartered Accountants

F.R.N.-022058N

Place: New Delhi C. A. ABHINAYA VERMA

Date : 25/08/2011 (PARTNER)

M.NO.-511290

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