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Auditor Report of Pressman Advertising Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe CompaniesAct, 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation ofthe 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 have taken into account the provisions ofthe 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 in place an adequate internal financial controls system overfinancial reporting 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 ofthe 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Attention is drawn to Note No. 9 regarding recognition of Deferred Tax Asset amounting to Rs. 13,24,464 which is based on future profitability projections made by the company. Our opinion in this regard is not qualified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we enclose a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

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

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

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

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

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

f. With respect to the other matters 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. According to the information and explanation given to us there is no pending litigation having impact on its financial position in its financial statement

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. According to the records of the company, no amount is required to be transferred to investor education and protection fund during the year.

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 WITH THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF PRESSMAN ADVERTISING LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

b) The Fixed Assets were physically verified by the management, the frequency of which in our opinion is reasonable. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii. No inventories were held by the company at the close of the year and hence the requirements of sub clauses (a) to (c) of clause (ii) of the Order are not applicable.

iii. As per the information and explanations provided to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013 and hence the requirements of clauses 3(iii) (a) & (b) of the Order are not applicable.

iv. On the basis of checks carried out during the course of audit and as per explanations given to us, in our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls in these respects.

v. The company has not accepted any deposit from public within the meaning of Sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under. Accordingly other clauses of the order are not applicable.

vi. According to the information and explanations given to us, the requirements of maintenance of cost records under Section 148(1) of the Companies Act, 2013 is not applicable to the company during the year.

vii. a) According to the information and explanations given to us and on the basis of our examination of the books, the company has generally been regular in depositing the undisputed statutory dues including provident fund, employees' state insurance income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues during the year with the appropriate authorities. According to the information and explanations given to us, no undisputed dues as above were outstanding as at 31st March 2015 for a period of more than six months from the date they became payable

b) According to the records of the company, there are no dues outstanding of Income tax, Sales Tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess on account of any dispute.

c) According to the records of the company, no amount is 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.

viii. As per the records, the company does not have accumulated losses at the end of the year and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

ix. The company has not borrowed any amount from financial institutions and banks, and hence, the requirements of clause (ix) of the above Order are not applicable to the company.

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

xi. According to the information and explanations given to us by the management, the Company has not availed any term loans, and hence, the requirements of clause (xi) of the above Order are not applicable to the company.

xii. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company, has been noticed or reported during the year.

For Singhi & Co., Chartered Accountants Firm Registration No 302049E

Sankar Bandyopadhyay Partner Kolkata, 26th May, 2015 Membership No.008230


Mar 31, 2014

We have audited the accompanying financial statements of Pressman Advertising 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 and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Cicular 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.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

Emphasis of Matter

Attention is drawn to Note No. 10(a) regarding recognition of Deferred Tax Asset (Net) amounting to Rs 5,763,853 which is based on future profitability projections made by the company.

Our opinion in this regard is not qualified.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; read with General Circular 15/2013 dated 13th September 2013 of the Ministry of corporate affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of our Report of even date to the members of Pressman Advertising Limited on the accounts of the company for the year ended 31st March, 2014

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As informed, the fixed assets were physically verified by the management periodically in a phased manner, which, in our opinion, is reasonable having regard to the size of the company and nature of its business. It has been explained to us that no material discrepancies were noticed on physical verification.

(c) In our opinion, no substantial part of fixed assets has been disposed of during the year, which has bearing on the going concern status of the Company.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loan secured or unsecured to/from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

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

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in Section 301 of the Companies Act 1956, have been entered in the register maintained under the said Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs entered into during the financial year are at the prices which are reasonable having regard to the prevailing market conditions at the relevant time.

(vi) The Company has not accepted any deposit from the public during the year.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) The company is not engaged in production, processing, manufacturing or mining activities and thus the provisions of clause 4 (viii) of the Order is not applicable to the company.

(ix) a) According to the information and explanations given to us, in our opinion, Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax and any other statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues unpaid for a period of six months from the date they become payable.

b) According to the information and explanations given to us and based on the records examined by us, there are no dues which has not been deposited on account of a dispute.

(x) As per the records, the Company does not have accumulated losses as at the end of the year and has not incurred cash losses during the current financial year and in the immediately preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

(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 during the year.

(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is not dealing/trading in shares, securities, debentures etc. However, in respect of Investments, the company has maintained proper records which are required to be maintained for transactions and timely entries have been made therein. The 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 institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year.

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

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co. Chartered Accountants

Firm Registration No. 302049E

Sankar Bandyopadhyay 1-B, Old Post Office Street, Partner

Kolkata, 30th May, 2014 Membership No. 008230


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Pressman Advertising Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 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 the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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, 2003 ("the Order") as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) on the basis of 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.

Other Matter

We draw attention to note no. 23(b)(ii) regarding preparation of the financial statements after giving the impact of Scheme for the reasons stated in the note. We have earlier issued a separate audit report dated 30.05.2013 on the financial statements of the company for the year ended 31.03.2013 without giving the impact of the scheme. This supersedes our audit report dated 30.05.2013 on the financial statements of the company for the year. However, our opinion in these matters is not qualified. On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed, the fixed assets were physically verified by the management periodically in a phased manner, which, in our opinion, is reasonable having regard to the size of the company and nature of its business. It has been explained to us that no material discrepancies were noticed on physical verification.

(c) In our opinion, no substantial part of fixed assets has been disposed off during the year, which has bearing on the going concern status of the Company.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

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

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts and arrangements referred to in Section 301 of the Companies Act 1956, have been entered in the register maintained under the said Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding the value of rupees five lakhs entered into during the financial year are at the prices which are reasonable having regard to the prevailing market conditions at the relevant time.

(vi) The Company has not accepted any deposit from the

public during the year. (vii) The Company has an internal audit system commensurate

with its size and the nature of its business. (viii) The company has not been involved in any real estate project during the year and thus the provisions of clause 4 (viii) of the Order is not applicable to the company. (ix) a) According to the information and explanations given to us, in our opinion, Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income Tax and any other statutory dues applicable to it with the appropriate authorities during the year. There are no undisputed statutory dues unpaid for a period of six months from the date they become payable. b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

(x) As per the records, the Company has no accumulated losses as at 31st March, 2013 and has not incurred cash losses during the current financial year ended on that date. However, the company had incurred cash loss in the immediately preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

(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 during the year.

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is not dealing/ trading in shares, securities, debentures etc. However, in respect of Investments, the company has maintained proper records which are required to be maintained for transactions and timely entries have been made therein. The 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 institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year.

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

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Chartered Accountants

Firm Registration No. 302049E

Sankar Banerjee

1-B, Old Post Office Street, Partner

Kolkata, 14th August, 2013 Membership No. 008230


Mar 31, 2012

We have audited the attached Balance Sheet of NUCENT ESTATES LIMITED as at 31st March, 2012 the Statement of Profit & Loss 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227(4A) 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 said Order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations which to the best 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 the books.

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

d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

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 notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Annexure to the Auditor's Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956.

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

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

Nature Asst. Amount Forum where of Dues Year Involved dispute is pending

Income Tax 1997-98 Rs.33,25,443/- CIT (Appeal)

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

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

(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 during the year.

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/ trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares 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 institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

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

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.



For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

S K Kothari Partner M. No. 54157

1-B, Old Post Office Street,

Place : Kolkata Date : the 24th day of May, 2012


Mar 31, 2011

We have audited the attached balance sheet of NUCENT ESTATES LIMITED as at 31st March, 2011 and also the profit & loss account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) 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 said order.

Further to our comments in the annexure referred to in paragraph 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 the books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Account.

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

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Act.

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 as given in schedule I thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

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

Annexure to the Auditor's Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation 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 sales of goods. During the course of our audit, no major weakness has been noticed in these internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956,

(vi) The company has not accepted any deposit from the public.

(vii) The company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2011 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows:

Nature Amount Forum where of Dues Involved dispute is pending

Income Tax Rs. 3325443/- CIT Appeals

(x) The Company has no accumulated losses at the end of the financial year. It has incurred cash loss in the current year but has not incurred any cash loss in the immediate preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

(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 during the year.

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares 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 institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

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

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co. Chartered Accountants Firm Registration No. 302049E

S K Kothari Partner M. No. 54157

Place : Kolkata Date : the 20th Day of May, 2011




Mar 31, 2010

We have audited the attached balance sheet of NUCENT ESTATES LIMITED as at 31st March, 2010 and also the profit & loss account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227 (4A) 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 said order.

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

a) We have obtained all the information and explanations which to the best 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 the books.

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

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

e) Based on the representations made by all the Directors, which was taken on record by the Board of Directors and the information and explanations as made available to us, none of the directors is disqualified as on March 31st 2010 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Act.

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 as given in schedule I thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

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

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

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

Annexure to the Auditors Report

(i) The Company does not have any fixed assets and as such this clause of the Order is not applicable.

(ii) The Company does not have any Inventory and as such this clause of the Order is not applicable.

(iii) According to the information and explanations given to us, the company has neither taken or granted any loan secured or unsecured to / from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) to (g) of the said Order are not applicable.

(iv) According to the information and explanation 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 sales of goods.

During the course of our audit, no major weakness has been noticed in these internal controls.

(v) There has been no transactions required to be entered into the register maintained in pursuance of Section 301 of the Companies Act,1956,

(vi) The company has not accepted any deposit from the public.

(vii) The company has an internal audit system commensurate with its size and the nature of its business.

(viii) As per information and explanations given to us, the Central Government has not prescribed for maintenance of cost records under section 209(I)(d) of the Companies Act, 1956 for any of the areas in which the company is dealing.

(ix) a) According to the information and explanations given to us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including income tax etc. as on 31st March, 2010 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us and based on the records examined by us, the particulars of statutory dues which has not been deposited on account of a dispute are as follows :

(x) The Company has no accumulated losses at the end of the financial year but has incurred cash loss in the current financial year but not in the immediate preceding financial year.

(xi) According to the records of the Company, there are no outstanding dues to any financial institution or bank at the end of the financial year.

(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 during the year.

(xiii) The Company is not a chit fund /nidhi /mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, the company is dealing/ trading in shares and has maintained proper records which are required to be maintained for transactions and timely entries have been made therein, and shares 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 institution during the year.

(xvi) There were no term loans availed of by the Company during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, in our opinion, no funds raised on short term basis, have been used to finance long term investment.

(xviii)The Company has not made any preferential allotment of shares during the year.

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

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted accounting practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company noticed or reported during the year, nor have we been informed of such case by the management.



For Singhi & Co. Chartered Accountants



Place : Kolkata S K Kothari

Date: the 27th Day of May, 2010 Partner



 
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