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Auditor Report of Ramsons Projects Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RAMSONS PROJECTS LIMITED ("theCompany"), which comprise the Balance Sheet as at 31stMarch, 2015, the Statement of Profit and Loss,the Cash Flow Statement for the year then ended, and a summary of the significant accounting policiesand other explanatory information.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financialstatements that give a true and fair view of the financial position, financial performance and cash flowsof the Company in accordance with the accounting principles generally accepted in India, including theAccounting 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 preventingand detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentationof 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 have taken into account the provisions of the Act, the accounting and auditing standards andmatters which are required to be included in the audit report under the provisions of the Act and theRules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10)of the Act. Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures 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 dueto fraud or error. In making those risk assessments, the auditor considers internal financial controlrelevant to the Company's preparation of the financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financial controlssystem over financial reporting and the operating effectiveness of such controls. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of theaccounting 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 forour 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, theaforesaid financial statements give the information required by the Act in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted inIndia, of the state of affairs of the Company as at 31stMarch, 2015, and its profit and its cash flowsfor the year ended on that date.

Emphasis of Matters:

We draw attention to the following matters in the Notes to the financial statements:

a) As informed to us, there is no lawsuit filed against the Company.

b) The Company has no accumulated losses and the Company has not incurred a net loss/netcash loss during the current and previous year(s) and, the Company's current liabilities not exceededits current assets as at the balance sheet date. In view of above, there is no doubtabout the Company's ability to continue as a going concern. Therefore, the financial statementsof the Company have been prepared on a going concern basis.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements:

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

(a) We have sought and obtained all the information and explanations which to the best of ourknowledge 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 faras 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 bythis Report are in agreement with the books of account.

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

(e) The going concern matter described in sub-paragraph (b) under the Emphasis of Mattersparagraph above, in our opinion, not have an adverse effect on the functioningof the Company.

(f) On the basis of the written representations received from the directors as on 31stMarch, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

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

ii. The Company did nothave any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.

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

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of RAMSONS PROJECTS LIMITED('the Company') for the year Ended on 31st March, 2015. We report that:

(i) Fixed Assets:

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

(b) As explained to us, Fixed Assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(ii) Inventory:

(a) As explained to us, there is no inventory with the company, therefore, clause (a), (b) and (c) are not applicable.

(iii) As information & explanation given to us and on the basis of examination of books of accounts, 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. Therefore, sub-clause (a) and (b) are not applicable.

(iv) In our opinion and information & explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services and there is no continuing failure to correct major weaknesses in internal control system.

(v) As information & explanation given to us and on the basis of examination of books of accounts, the Company has not accepted deposits. Further, as information & explanation given to us, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal upon the Company.

(vi) As information & explanation given to us, maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(vii) (a) As information and explanation given to us, the Company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. Further, as information and explanation given to us, there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) As information and explanation 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 have not been deposited on account of any dispute.

(c) As information and explanation given to us, provisions regarding transfer of the amount 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 are not applicable to the Company.

(viii) The Company does not have any accumulated losses at the end of the financial year. Further, the Company has incurred cash losses in such financial year but not in the immediately preceding financial year.

(ix) Based on our audit procedures and information & explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

(x) As information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) Based on our audit procedures and information & explanation given to us, we are of the opinion that term loans were applied for the purpose for which the loans were obtained.

(xii) Based on our audit procedures and information & explanation given to us, we are of the opinion that no fraud on or by the company has been noticed or reported during the year.

For Sandeep Kumar & Associates

Chartered Accountants

Firm's Regd. No. 04838N

CA. Sandeep Kumar

Partner

Membership No. 083785

Place : Gurgaon

Date :29-05-2015


Mar 31, 2014

We have audited the accompanying financial statements of Ramsons Projects Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENT

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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:

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

* in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the Order.

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

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

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

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

d. In our opinion, the Balance Sheet, and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956.

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.

Sandeep Kumar & Associates Chartered Accountants 99, sector 15, Part - 1, Gurgaon - 122001, Haryana M: 91-9811141515

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

Annexure to Auditors Report

(Referred to in Paragraph 1 of Paragraph Report on other legal and regulatory requirement of our Audit report even date)

i) Fixed Assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were notice on such physical verification

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year and hence, the going concern status of the Company is not affected.

ii) Inventory:

Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has no inventory as on the balance sheet date. Accordingly, provisions of clause 4(ii) of the order are not applicable to the Company.

iii) According to information and explanation given to us, the Company has not taken unsecured loan from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation give to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in aforesaid internal control systems.

v) In respect of transactions covered under section 301 of the Companies Act 1956, in our opinion and according to the information and explanations given to us, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

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

vii) The system of formal internal audit is not adopted by the Company and in our opinion; the company is not required to adopt to be commensurate with size and nature of its business.

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause 4(viii) of the order are not applicable to the Company.

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues, to the extent applicable in the case of the Company, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013, for a period of more than six months from the date of becoming payable

b) According to the information and explanations give to us, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at 31st March, 2014 and it has not incurred any cash loss in the financial year ended on that date and during the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of the dues to banks. There are no dues to financial institutions and debenture-holders.

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

xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit funds/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

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

xv) According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) The Company has neither raised any term loan during the year nor was any amount outstanding on this account, as at the beginning of the year. Therefore, the provisions of clause 4(xvi) of the order are not applicable to the company.

xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company, we report that the funds raised on short - term basis have not been used for long - term investments and vice versa.

xviii) During the year, 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.

xix) The Company has not issued any debentures during the year/earlier years. Therefore, provisions of clause 4(xix) of the order are not applicable to the Company.

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

xxi) Based upon the audit procedures and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Sandeep Kumar & Associates Chartered Accountants Firm Regn. No. 004838N

Sd/-

(CA Sandeep Kumar) Partner Mem. No. 083785

Place: Gurgaon Date: 28-05-2014


Mar 31, 2013

We have audited the attached Balance Sheet of RAMSONS PROJECTS LIMITED having its Registered Office at A-222, New Friends Colony, New Delhi- 110065 with Corporate Identity Number L74899DL1994PLC063708 as at 31st March 2013, and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor''s Report) Order, 2003 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-1 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by the "Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008", we have submitted a report to the Board of Directors of the Company containing a statement on the matters specified in those directions.

3. Further to our comments in the Annexure – 1, referred to above, we report that:

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,

(v) On the basis of written representations received from the Directors as on 31st March 2013 and taken on record by the Board of Directors and in accordance with the information and explanation as made available, the Directors of the Company do not, prime facie, have any disqualification as on 31st March 2013 as referred to in clause (g) of the subsection (1) of section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account 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:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2013,

(b) in the case of the Profit & Loss Account, 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.

Annexure-1,

Annexure to Auditor''s Report of RAMSONS PROJECTS LIMITED

(Referred to in Paragraph 3 of our report of even date)

i) Fixed Assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were notice on such physical verification

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year and hence, the going concern status of the Company is not affected.

ii) Inventory:

Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has no inventory as on the balance sheet date. Accordingly, provisions of clause 4(ii) of the order are not applicable to the Company.

iii) According to information and explanation given to us, the Company has not taken unsecured loan from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. The Company has not granted any loan, secured or unsecured, to companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956. Accordingly, provisions of clause 4(iii) of the order are not applicable to the Company, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation give to us, 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 audit no major weaknesses have been noticed in the internal control system.

v) In respect of transactions covered under section 301 of the Companies Act 1956, in our opinion and according to the information and explanations given to us, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

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

vii) The Company does not have a formal internal audit system. However, according to information and explanation given to us, operating control system are commensurate with the size and nature of its business.

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause 4(viii) of the order are not applicable to the Company.

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues, to the extent applicable in the case of the Company, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013, for a period of more than six months from the date of becoming payable

b) According to the information and explanations give to us, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of financial year and it has not incurred any cash loss in the financial year ended on that date and during the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of the dues to banks. There are no dues to financial institutions and debenture-holders.

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

xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit funds/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares securities, debentures and other investments have been held by the Company in its own name.

xv) According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) The Company has neither raised any term loan during the year nor was any amount outstanding on this account, as at the beginning of the year. Therefore, the provisions of clause 4(xvi) of the order are not applicable to the company.

xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company, we report that the funds raised on short – term basis have not been used for long – term investments and vice versa.

xviii) During the year, 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.

xix) The Company has not issued any debentures during the year/earlier years. Therefore, provisions of clause 4(xix) of the order are not applicable to the Company.

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

xxi) Based upon the audit procedures and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Sandeep Kumar & Associates

Chartered Accountants Firm Regn. No. 004838N

Sd/-

(CA Sandeep Kumar)

Partner

Mem. No. 083785

Place: Gurgaon

Date: 29-05-2013


Mar 31, 2012

We have audited the attached Balance Sheet of RAMSONS PROJECTS LIMITED having its Registered Office at 21-A, Janpath, New Delhi- 110001 with Corporate Identity Number L74899DL1994PLC063708 as at 31st March 2012, and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 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-1 a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by the "Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008", we have submitted a report to the Board of Directors of the Company containing a statement on the matters specified in those directions.

3. Further to our comments in the Annexure - 1, referred to above, we report that:

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,

(v) On the basis of written representations received from the Directors as on 31st March 2012 and taken on record by the Board of Directors and in accordance with the information and explanation as made available, the Directors of the Company do not, prime facie, have any disqualification as on 31st March 2012 as referred to in clause (g) of the subsection (1) of section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account 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:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012,

(b) in the case of the Profit & Loss Account, 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.

Financial year ending 31st March, 2012 Annexure-1,

Annexure to Auditor's Report of RAMSONS PROJECTS LIMITED

(Referred to in Paragraph 3 of our report of even date)

i) Fixed Assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were notice on such physical verification

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year and hence, the going concern status of the Company is not affected.

ii) Inventory:

Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the provisions of clause 4(ii) of the order are not applicable to the Company.

iii) According to information and explanation given to us, the Company has taken unsecured loan from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and terms and conditions of the loans taken are not prejudicial to the interest of the Company. The Company has not granted any loan, secured or unsecured, to companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation give to us, 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 audit no major weaknesses have been noticed in the internal control system.

v) In respect of transactions covered under section 301 of the Companies Act 1956, in our opinion and according to the information and explanations given to us, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

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

vii) The Company does not have a formal internal audit system. However, according to information and explanation given to us, operating control system are commensurate with the size and nature of its business.

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause 4(viii) of the order are not applicable to the Company.

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues, to the extent applicable in the case of the Company, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2012, for a period of more than six months from the date of becoming payable

b) According to the information and explanations give to us, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of financial year and it has not incurred any cash loss in the financial year ended on that date and during the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of the dues to banks. There are no dues to financial institutions and debenture holders.

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

xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit funds/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares securities, debentures and other investments have been held by the Company in its own name except 5900 shares of Millenium Bear Industries Ltd., which are held under blank transfer.

xv) According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

xvi) The Company has neither raised any term loan during the year nor was any amount outstanding on this account, as at the beginning of the year. Therefore, the provisions of clause 4(xvi) of the order are not applicable to the company.

xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the Company, we report that the funds raised on short - term basis have not been used for long - term investments and vice versa.

xviii) During the year, 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.

xix) The Company has not issued any debentures during the year/earlier years. Therefore, provisions of clause 4(xix) of the order are not applicable to the Company.

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

xxi) Based upon the audit procedures and according to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

Sandeep Kumar & Associates

Chartered Accountants

Firm Regn. No. 004838N



(CA Raj Kumar)

Partner

Mem. No. 501863



Place: Gurgaon

Date: 29-05-2012


Mar 31, 2010

We have audited the attached Balance Sheet of RAMSONS PROJECTS LIMITED having its Registered Office at 21-A, Janpath, New Delhi- 110001 with Corporate Identity Number L74899DL1994PLC063708 as at 31st March 2010, and also the Profit and Loss Account and Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure-1 a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. As required by the "Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2008", we have submitted a report to the Board of Directors of the Company containing a statement on the matters specified in those directions.

3. Further to our comments in the Annexure - 1, referred to above, we report that:

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow dealt with by this report are in agreement with the books of accounts.

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

(v) On the basis of written representations received from the directors as on 31st March 2010 and taken on record by the Board of Directors and in accordance with the information and explanation as made available, the Directors of the Company do not, prime facie, have any disqualification as on 31st March 2010 as referred to in clause (g) of the subsection (i) of section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

(b) in the case of the Profit & Loss Account, 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.

Annexure-1,

Annexure to Auditors Report of RAMSONS PROJECTS LIMITED

(Referred to in Paragraph 3 of our report of even date)

i) Fixed Assets:

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

b) As explained to us, the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were notice on such physical verification

c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed assets has not been disposed off by the Company during the year and hence, the going concern status of the company is not affected.

ii) Inventory:

a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the books records and as reported to us, there was no inventory at the year end.

iii) According to information and explanation given to us, the company has taken unsecured loan from companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956 and terms and conditions of the loans taken are not prejudicial to the interest of the company. The company has not granted any loan, secured or unsecured, to companies, firms and other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

iv) In our opinion and according to the information and explanation give to us, 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 audit no major weaknesses have been noticed in the internal control system.

v) a) In respect of transactions covered under section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us, the particulars of the contracts/arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of rupees five lakhs in respect of any party during the year have been made at price which were reasonable having regard to the prevailing market prices at relevant time.

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

vii) The company has an internal audit system, the scope and coverage of which, in our opinion is required to be enlarged to commensurate with the size and nature of its business.

viii) As explained to us, the Central Government has not prescribed the maintenance of cost records by the company under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause 4(viii) of the order are not applicable to the company.

ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues, to the extent applicable in the case of the company, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2010, for a period of more than six months from the date of becoming payable

b) According to the information and explanations give to us, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any dispute.

x) The Company has no accumulated losses at the end of financial year and it has not incurred any cash loss in the financial year ended on that date and during the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not taken any loan from banks, financial institutions and debenture-holders. Accordingly, provisions of clause 4(xi) of the order are not applicable to the company.

xii) According to the information and explanation given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit funds/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares securities, debentures and other investments have been held by the company in its own name except 5900 shares of Millenium Bear Industries Ltd., which are held under blank transfer.

xv) According to the information and explanation given to us, the company has given corporate guarantee in favour of S V Teletech Pvt. Ltd. for availing Bank Guarantee amounting to Rs. 2.10 crore from Union Bank of India.

xvi) The term loan taken by the company were applied for the purpose for which loan were obtained.

xvii) According to the information and explanations given to us and on the overall examination of the Balance Sheet of the company, we report that the funds raised on short - term basis have not been used for long - term investments and vice versa.

xviii) During the year, 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.

xix) The company has not issued any debentures during the year/earlier years. Therefore, provisions of clause 4(xix) of the order are not applicable to the company.

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

xxi) Based upon the audit procedures and according to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For and on behalf of

Sandeep Kumar & Associates

Chartered Accountants Firm Regn. No. 004838N

CA Raj Kumar

(Partner)

Mem. No. 501863

Place: Gurgaon

Date: 29.05.2010




Mar 31, 2002

We have audited the attached Balance Sheet of RAMSONS PROJECTS LIMITED as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys managements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 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-I a statement on the matters specified in paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

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

(i) 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:

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

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet and Pro-fit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors as on 31st March 2002 and taken on record by the Board of Directors and in accordance with the information and explanation as made available, the Directors of the Company do not, prime facie, have any disqualification as on 31st March 2002 as referred to in clause(g) of the subsection (i) of section 274 of the Act.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2002 and

(b) in the case of the Profit & Loss Account, of the profit for the year ended on that date.

7. As per Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998 issued by Reserve Bank of India vide Notification No.DFC 117/ DG(SPT)-98 dated January 2, 1998, we further report to the extent to which matters specified theirin are applicable to the Company that :

(i) The company has applied for registration as provided in section. 45IA of the Reserve Bank of India Act, 1934 and it has obtained certificate of registration dated 15-05-1998 from Reserve Bank of India, New Delhi.

(ii) The Board of Directors of the company has passed a resolution for the non-acceptance of any public deposits.

(iii) The company has not accepted any public deposits during the relevant year.

(iv) The company has complied with the prudential norms relating to income recognition, accounting standards, assets classification and provisioning for bad and doubtful debts as applicable to it.

ANNEXURE-I

ANNEXURE TO AUDITORS REPORT

STATEMENT ON MATTERS SPECIFIED IN MANUFACTURING AND OTHER COMPANIES (AUDITORS REPORT) ORDER, 1988.

i) The company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. The Fixed Assets have been physically verified by the Management at regular intervals and no material discrepancies were noted on such verification.

ii) None of the fixed assets have been revalued during the year.

iii) As explained to us the stocks of trading goods have been physically verified during the year at reasonable intervals by the Management.

iv) In our opinion, and according to the information and explanations given to as, the procedures for verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

v) The discrepancies noticed between the physical stocks and book records were not material.

vi) In our opinion on the basis of our examination of stock records, the valuation of stocks is fair and proper in accordance with the normally accepted accounting Principles. The basis of valuation of stock is same as in the preceding year.

vii) The company has not taken any loan secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management as defined under sub section (1B) of Section 370 of the Companies Act, 1956.

viii)The Company has granted loans, secured or unsecured to Companies firms or other parties listed in the register maintained under Section 301 of the Companies Act. 1956 in the ordinary course of business. The company has not granted any loans to any company under the same management. Where loans are granted, the rate of interest and other terms and conditions of such loans are prima facie not prejudicial to the interest of the company.

ix) The parties to whom loans or advances in the nature of loans have been given are generally repaying the principal amounts as stipulated and are also regular in payment of interest except in a few cases where repayment is delayed or not received. The company has taken some steps for the recovery of principal and interest, which are in general adequate.

x) In our opinion and according to the information and explanations given to us, there are reasonably adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of trading goods, plant & machinery, equipment and other assets and for the sale of goods.

xi) In our opinion and according to the information and explanations given to us, where transactions have been made with different parties, the transactions of purchase of goods and materials and sale of goods, material and services made in pursuance of contracts or arrangements entered in the register maintain under section 301 of the Companies Act, 1956, and aggregating during the year to Rs. 50,000/- or more in respect of each party have been made at prices which are reasonable, having regard to the prevailing market prices for such goods, materials or services where such transactions for similar goods or materials have been made with the other parties.

xii) As explained to lis the company has no unserviceable or damaged trading goods.

xiii)In our opinion and according to the information and explanations given to us the company has complied with the Directives issued by the Non Banking Financial Companies (Reserve Bank) Directions. 1977 as amended up to date and Non-Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 as amended upto date and during the year under report the company has not accepted any deposit from the polic.

xiv) In our opinion and according to the information and explanations given to us, the company is maintaining. reasonable records for the sale and disposal of scrap. We are informed that the company has no by-product.

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

xiv) We are informed that the maintenance of cost records has not been prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956.

xvii) We are informed that Provident Fund Act and Employees State Insurance Act are not applicable to the Company.

xviii)According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

xix) On the basis of examination of the books of accounts carried out by us in accordance with generally accepted auditing practices and according to the information and explanations given to us no personal expenses of employees or directors have been charged to the profit and loss account, other than those payable under contractual obligations or in accordance with generally accepted business practices.

xx) The Company is not a sick industrial company within the meaning of Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

xxi) In respect of the companys trading activity, we are informed that there are no damaged stocks.

xxii) With regard to the financial and investment activities of the Company:-

As explained to us, and as confirmed by the Management, in respect of dealing and trading in shares, securities, debentures and other investments, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities and other investments have been held by the Company in general in its own name subject to the provisions of Sections 49 of the Companies Act, 1956.

FOR SOBTI ARORA & GROVER CHARTERED ACCOUNTANTS

sd/-

(RAKESH ARORA) PARTNER

DELHI, JUNE 29, 2002

 
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