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Auditor Report of Sawaca Business Machines Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SAWACA BUSINESS MACHINES LIMITED ("the Company"), which comprise the Balance Sheet as at 31/03/2015, the Statement of Profit and Loss and 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) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the 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.

Qualified Opinion :

We further draw attention to fact that we have not made available with the financial statement of partnership firm, in which your company has made investment of Rs.14,77,303/-. In absence of such information, we are not in position to comment, whether any diminution in the value of the investment has to be made or not.

Report on Other Legal and Regulatory Requirements :

1. As required by the Companies (Auditor's Report) Order, 2015, issued by the central government in terms of section 143(11) of the Act, we give in a Annexure a statement on the matter specified in paragraph 3 and 4 of the order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, and 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 31/03/2015 taken on record by the Board of Directors, none of the directors is disqualified as 31/03/2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure to the Independent Auditors' Report

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

(1) In Respect of Fixed Assets :

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However the situation of Fixed Asset were not identify as they are mostly Misc. Assets.

(b) As informed to us Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(2) In Respect of Inventory :

(a) As informed to us the company is in business of trading of goods, it did not have either opening or closing inventory as the goods are being immediately sold, therefore this provisions are not applicable

(b) NA

(c) NA

(3) Loans and advances to parties covered under section 189 :

As informed to us the company has not granted any loans to parties covered under section 189

(a) NA

(b) NA

(4) Internal Control in reference to Purchase of Inventory and Fixed Assets and whether there is continue failure of Internal control :

There are 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. During the course of our audit no major weakness has been noticed in the internal control system.

(5) Rules followed while accepting Deposits : NA

(6) Maintenance of cost records

We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (l) of section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(7) According to the information and explanations given to us in respect of statutory dues :

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Investor education protection fund, Employees' state insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom duty, Excise duty, Cess and other material statutory dues applicable to it except for the cases shown in Annexure A.

(b) According to the records of the Company, there are no dues of provident fund, employees 'state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax or cess and any other statutory dues with the appropriate authorities that have been not been deposited on amount of any dispute.

(c) NA

(8) Company which has been registered for a period less than five years and accumulated losses are more than 50% of Net worth, Reporting of cash Losses

The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(9) Default in Repayment of Loans taken from Bank or Financial Institutions

Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or bank.

(10) Terms for Loans and Advances from Banks or Financial Institutions prejudicial to the interest of the company On the basis of records examined by us and information provided by the management, we are of the opinion that the company has not given guarantees for loans taken by other from banks or financial institutions.

(11) Application versus purpose for which Loan Granted

NA

(12) Reporting of Fraud During the Year Nature and Amount

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

Annexure detail of (7)(a) :

Related To Authority Financial Year Amount Remarks

Income Tax Act Income Tax Act 2008-09 250,000.00 --

Income Tax Act Income Tax Act 2009-10 238,000.00 --

Income Tax Act Income Tax Act 2010-11 780,000.00 --

Income Tax Act Income Tax Act 2011-12 615,000.00 --



FOR,Marmik G. Shah & Associates

(Chartered Accountants)

F.R.N-135024W



Marmik G. Shah

Place : Ahmedabad (Partner)

Date : 30/05/2015 M.No. : 133926


Mar 31, 2014

1. We were engaged to audit the accompanying financial statements of Sawaca Business Machines 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Managment 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 notified under the Companies Act, 1956 of India (the "Act") read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider 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.

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

Qualified Opinion

6. We further draw attention to the fact that we have not made available with the financial statement of the Partnership firm, in which your company has made investment ofRs. 3,99,27,303/-. In absence of such information, we are not in position to comment, whether any diminution in the value of the investment has to be made or not.

7. Subject to above, In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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. Report on Other Legal and Regulatory Requirements

9. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

10. 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 [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

(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) I In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 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 [balance sheet date], and taken on record by the Board of Directors, none of the directors is disqualified as on [balance sheet date], from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

ANNEXURE TO THE AUDITOR''S REPORT

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

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical assets have been noticed.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has been disposed off by the Company during the year, however it does not affect the going concern assumption of the company.

ii. As informed to us, the company is in the business of trading of goods. It did not have either opening or closing inventory as the goods are being immediately sold. Therefore, the provisions of Clause 4(h) of the said Order are not applicable to the Company.

iii. The Company has not granted/taken any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, 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 weaknesses in the aforesaid internal control system.

v (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. The Company did not have an internal audit system during the year.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including, income tax, sales tax, and other material statutory dues, as applicable, with the appropriate authorities, except as stated below:

Name of the statute Nature of dues Period to which the Amount amount relates (Rs.)

Income tax Act 1961 Income tax 2008-09 2,50,000/-

Income tax Act 1961 Income tax 2009-10 2,38,000/-

Income tax Act 1961 Income tax 2010-11 7,80,000/-

Income tax Act 1961 Income tax 2011-12 6.15,000/-

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

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

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

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. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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



For B. R. Shah & Associates Firm Registration Number: 129053W Chartered Accountants

Bhavik Shah Place: Ahmedabad Partner Date: 28/05/2014 Membership Number 129674


Mar 31, 2013

Report on the Financial Statements

We were engaged to audit the accompanying financials statements of Sawaca Business Machines Limited ( the " Company"), which comprises 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, which we have signed under reference to the report..

Management Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash flow of the Company in accordance accordance with the accounting standards referred to in sub -section (3C) of section 211 of the Companies Act 1956 ("the Act") The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatements, 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 misstatements.

Audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend upon auditor''s judgment, including the assessment of the risk of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of financial statements.

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

Opinion

We draw your attention to the stand taken by the company in respect of not providing depreciation on fixed assets. Company has not provided depreciation on the fixed assets of the company due to non availability of proper information regarding the classification and nature of fixed assets. Had they been able to get sufficient information, the profit for the year could be lower by the amount of depreciation, which is indeterminable.

We further draw attention to the fact that we have not been made available with the financial statements of the Partnership firm in which your company has made investment of Rs 10,01,27,303/-. In absence of such information, we are not in a position to comment, whether any diminution in the value of investment has to be made or not.

Subject to above, 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 case of the Balance Sheet, of the state of affairs of the Company as at 31/03/2013;

(b) in case Statement of Profit and Loss Account, of the Profit for the year ended on that date; and (c ) in case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by ''the Companies ( Auditor Report) Order 2003'' as amended by '' the Company ( Auditor Report) ( Amendment ) Order, 200'', issued by the Central Government of India in terms of sub - section (4A) of section 227 of the Act ( herein after referred to as the " Order"), and on the basis of such checks of books and records of company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a. We have obtained all 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 examinations of those books;

c. the Balance Sheet, 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, Statement of Profit and Loss, 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 31/03/2013 and taken on record by the Board of Directors, none of the director is disqualified as on 31/03/2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

i. (a) The Company is not maintaining proper records of fixed assets.

(b) The fixed assets of the Company have not been physically verified by the Management during the year. Accordingly, the discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether the discrepancies, if any have been properly dealt with in the books of account.

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

ii. As informed to us, the company is in the business of trading of goods. It did not have either opening or closing inventory as the goods are being immediately sold. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company.

iii. The Company has not [granted/taken] any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii)[(b),(c) and (d) /(f) and (g)] of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, except for weaknesses in internal controls related to fixed assets for which the Management is yet to take remedial measures, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase and sale of goods. 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, except stated above, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system

v (a) According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, there are no transactions made in pursuance of such contracts or arrangements exceeding the value of Rupees Five Lakhs in respect of any party during the year.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. The Company did not have an internal audit system during the year.

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

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

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

xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company.

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. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company

xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

xvii. The Company has not raised any loans on short term basis. Accordingly, the provisions of Clause 4(xvii) of the Order are not applicable to the Company.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

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

For B. R. Shah & Associates

Firm Registration Number: 129053W

Chartered Accountants

Bhavik Shah

Ahmedabad Partner

[Date] Membership Number 129674


Mar 31, 2011

1. We have audited the attached Balance Sheet of SAWACA BUSINESS . MACHINES LIMITED as at 31st March, 2011, the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and as per the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

b. 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 of accounts of the Company.

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

d. In our opinion the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standard referred in section 21 l(3C) of the Companies Act. 1956.

e. On the basis of the written representations received from the directors as on 31st March, 201 land taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31/03/2011 from being appointed as a director in terms of clause (ii) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 201 I; AND

ii. In the case of the Profit and Loss Account, of the profit for the Year ended on that date; AND

iii. In the case of the Cash Flow Statement, of the cash flows tor the Year ended on that date.

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

(b) All the assets have been physically verified by the management during the year at reasonable intervals and as informed to us no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major/ substantial pan of the fixed assets.

2. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

a. The company had not taken loan from parties covered in the register maintained under section 301 of the Companies Act. 1956..The company has not granted any loans to companies/ firms/ other parties listed in the registers maintained under section 301 of the Companies Act. 1956.

b. There are no stipulated terms for repayment of loans taken by the company from the companies/ firms/ parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are unable to give comment on para (iii)(c) and (iii) (d) of the Companies (Auditor's Report) Order, 2003.

3. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the sae of the Company and the nature of its business with regards to purchases of inventory. fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

4. In respect of transactions covered under section 301 of the Companies Act, 1 956:

(a) Based on the audit procedures applied by us and according to the information

and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us. there are no transactions (excluding the loans reported at para (4) above) in excess of Rs. Five Lacs in respect of any party and hence the question of reasonable prices in respect of such transactions with regards to prevailing market price does not arise.

5. During the year, the company has not accepted any deposits from the public within the meaning of provisions of Section 58A and 58AA of the Companies Act. 1956 and the Companies ( Acceptance of Deposit) Rules, 1975.

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

7. As informed to us, the maintenance of cost records have not been prescribed by the ' Central Government under section 209(l)(d) of the Companies Act. 1956. For the year under review.

8. In respect of the Statutory Dues :

(a) According to the records of the Company, the provision of statutory dues regarding Provident Fund, Employee's State Insurance are not applicable to the company.

(b) According to the records of the Company, the company is regular in depositing with appropriate authority undisputed statutory dues including income tax, sales tax, wealth tax. custom duty, excise duty, cess and other statutory dues applicable to it.

(c) 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 31st March, 2011 for a period of more than six months for the date they became payable. .

(d) According to the information and explanation given to us. there are no dues of sales tax. income tax. customs duty, wealth tax. excise duty and cess which have not been deposited on account of any dispute.

9. The company had accumulated profit as on the date of balance sheet and the company has earned cash profit during the financial year covered by our audit and immediately preceding the financial year.

10. In our opinion and according to the information and explanations given to us. the

company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ ' society. Therefore, the provisions of clause 4(xiii) of the Companies ( Auditor's Report) Order,2003 are not applicable to the company.

13. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order. 2003 are not applicable to the company.

14.The company has not given any guarantee for loans taken by others from bank or financial institutions.

15. The company has not taken any term loan during the year under review.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been prima - facie used tor long term investment and vice versa.

17. 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.

18. The company has not issued any debentures and therefore the question of creating the securities in respect thereof does not arise.

19. During the year, the company has not raised any money by way of public issues.

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

PLACE: AHMEDABAD FOR AND ON BEHALF OF

DATE: 31/07/2011 VIKRAM S. MATHUR & CO.

CHARTERED ACCOUNTANTS

(VIKRAM S. MATHUR)

PROPRIETOR.


Mar 31, 2010

1. We have audited the attached Balance Sheet of SAWACA BUSINESS MACHINES LIMITED as at 31st March, 2010 and also the annexed Profit and Loss Account 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.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the central Governmentof India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and as per the information and explanations given to us, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

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

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

d. In our opinion the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the accounting standard referred in section 211(3C) of the Companies Act, 1956.

e. On the basis of the written representations received from the directors as on 31st March, 2010, and taken on record by the Board of Directors, we report appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii. In the case of the Profit and Loss Account, of the profit for the Year ended on that date.



ANNEXURE TO THE AUDITORS REPORT



Referred to in paragraph 3 of our Report of even date:

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

(b) All the assets have been physically verified by the management during the year at reasonable intervals and as informed to us no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major/ substantial part of the fixed assets.

2. In respect of loans, secured or unsecured, granted or taken by the company to/ from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956 :

a. The company had not taken loan from parties covered in the register maintained under section 301 of the Companies Act, 1956..The company has not granted any loans to companies/ firms/ other parties listed in the registers maintained under section 301 of the Companies Act, 1956.

b. There are no stipulated terms for repayment of loans taken by the company from the companies/ firms/ parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are unable to give comment on para(iii)(c) and (iii)(d) of the Companies (Auditors Report) Order,2003.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regards to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

4. In respect of transactions covered under section 301 of the Companies Act,1956:

(a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions(excluding the loans reported at para (4) above) in excess of Rs. Five lacs in respect of any party and hence the question of reasonable prices in respect of such transactions with regards to prevailing market price does not arise.

5. During the year, the company has not accepted any deposits from the public within the meaning of provisions of Section 58A and 58AA of the Companies Act, 1956 and the Companies ( Acceptance of Deposit) Rules, 1975.

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

7. As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956, for the year under review.

8. In respect of the Statutory Dues :

(a) According to the records of the Company, the provision of statutory dues regarding Provident Fund, Employees State Insurance are not applicable to the company.

(b) According to the records of the Company, the company is regular in depositing with appropriate authority undisputed statutory dues including income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(c) 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 31st March,2010 for a period of more than six months fro the date they became payable.

(d) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

9. The company had accumulated profit as on the date of balance sheet and the company has earned cash profit during the financial year covered by our audit and immediately preceding the financial year.

10. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

11. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies ( Auditors Report) Order,2003 are not applicable to the company.

13. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies ( Auditors Report) Order, 2003 are not applicable to the company.

14. The company has not given any guarantee for loans taken by others from bank or financial institutions.

15. The company has not taken any term loan during the year under review.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been prima - facie used for long term investment and vice versa.

17. 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.

18. The company has not issued any debentures and therefore the question of creating the securities in respect thereof does not arise.

19. During the year, the company has not raised any money by way of public issues.

20. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

place: ahmedabad for and on behalf of

date: 21/08/2010 vikram s. mathur & co.

charted accountants

sd/-

vikram s. mathur)

proprietor.

MEN NO:043630

 
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