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Auditor Report of Scandent Imaging Ltd.

Mar 31, 2016

To,

The Members of Scandent Imaging Limited

{Formerly Known as Count N Denier (India) Limited}

Mumbai.

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

2. 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

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. 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.

5. 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of Balance-sheet, of the state of affairs of the Company as at 31 March, 2016

b) In the case of Statement of Profit and Loss, of the profit for the year ended on that date.

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, 2016'', issued by the Central Government of India in terms of sub-section 11 of section 143 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 3 and 4 of the Order.

10. 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts of the company;

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

e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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

g) 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 knowledge and belief and according to the information and explanations given to us:

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

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

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

Annexure A to Independent Auditors'' Report

(Referred to in Paragraph 9 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the Members of Scandent Imaging Limited, on the accounts of the company for the year ended 31st March, 2016)

i) In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(a) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(b) The Company is not owning any immovable assets.

ii) In respect of its Inventories

The Company has no inventory and therefore this clause is not applicable.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013

Accordingly, clauses (a) and (b) are not applicable to the Company.

iv) The Company has not granted any loans, nor made any investments or provided guarantees. Therefore, this clause is not applicable to the Company.

v) According to the information and explanations provided to us, the company has not obtained any deposits from the public as defined according to the provisions of section 73 to 76 of the Companies Act, 2013 and the Rules framed there under.

vi) According to the information and explanations provided to us, maintenance of the cost records prescribed by the Central Government of India under section 148(1) of the Companies Act, 2013 are not applicable to the company.

vii) In respect of Statutory dues

(a) As per the information and explanations given to us and as per the records of the Company, the Company is generally regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it, to the appropriate authorities.

(b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess in arrears, as at March 31, 2016 for a period of more than six months from the date they became payable.

viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

x) Any fraud by the Company or any fraud on the Company by its officer or employees has not been noticed or reported during the course of our audit.

xi) The Company has paid managerial remuneration in accordance with the provisions of Section 197 read with schedule V to the Companies Act,2013.

xii) The Company is not a Nidhi Company and therefore the compliance requirements are not applicable.

xiii) All transactions with related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review, therefore the compliance of the requirement of section 42 of the Companies Act, 2013 are not applicable.

xv) The Company has not entered into non-cash transaction(s) with directors or persons concerned with them affecting Section 192 of the Companies Act, 2013

xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Annexure - B to the Independent Auditor''s Report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") referred to in paragraph 10 (f) on Report on Other Legal and Regulatory Requirements of our report.

We have audited the internal financial controls over financial reporting of Scandent Imaging Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

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

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For M.B.Agrawal &

Co. Chartered Accountants

FRN: 100137W

M.B.Agrawal

Place: Mumbai Partner

Date: 13th August, 2016 M. No. 9045


Mar 31, 2015

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

Management's Responsibility for the Financial Statements

2. 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

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. 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 thereunder.

5. 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.

6. 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 judgement, including the assessment of the risks of mate- rial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances but not for the purpose of express- ing an opinion on whether the company has in place an adequate financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of Balance-sheet, of the state of affairs of the Company as at 31st March, 2015.

b) In the case of Statement of Profit and Loss, of the loss for the year ended on that date.

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, 2015', issued by the Central Government of India in terms of sub-section 11 of section 143 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 3 and 4 of the Order.

10. 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts of the company;

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

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

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

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

ii The Company did not have any long-term contracts including derivative contracts for which there were any mate- rial foreseeable losses.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph 9 under the heading of "Report on Other Legal and Regulatory Requirements" of our Report of even date to the Members of Scandent Imaging Limited, on the accounts of the company for the year ended 31st March, 2015)

i) In respect of its Fixed Assets

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

ii) In respect of its Inventories

The Company has no inventory and therefore this clause is not applicable.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

Accordingly, clauses (a) and (b) are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and payment for expenses. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

v) According to the information and explanations provided to us, the company has not obtained any deposits from the public as defined according to the provisions of section 73 to 76 of the Companies Act, 2013 and the Rules framed thereunder.

vi) According to the information and explanations provided to us, maintenance of the cost records prescribed by the Central Government of India under section 148(1) of the Companies Act, 2013 are not applicable to the company.

vii) In respect of Statutory dues

(a) As per the information and explanations given to us and as per the records of the Company, the Company is generally regular in depositing with appropriate authorities the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no dues which are not deposited on account of dispute in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and cess in arrears, as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there is no amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.

viii) The Company has accumulated losses at the end of the year which is more than fifty percent of its net worth and has in- curred cash loss of Rs. 6.33 Lacs during the year covered by our audit and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

x) As per the information and explanations offered to us and the records examined by us, the Company has not given guar- antees for loans taken by others from banks or financial institutions.

xi) Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

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

For M. B. Agrawal & Co. Chartered Accountants FRN: 100137W

M. B. Agrawal Partner M. No.9045

Place: Mumbai Date: 14/08/2015


Mar 31, 2014

We have audited the accompanying Financial Statements of Count N Denier (India) Limited which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with die General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chattered 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 malting those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements give the information required by the Act. in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

c) In the ease of the Cash Flow Statement, of the Cash Flow for the year ended on that dale.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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 arc 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.

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 Independent Auditors'' Report

Referred to in Paragraph 1 under the beading of "Report on Other Legal and Regulatory Requirements" of the Our Report of even date

1. In respect of its fixed assets

There are no fixed assets in the company; therefore this clause is not applicable.

2. In respect of its inventories

There were no inventories in the company; therefore this clause is not applicable.

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

(a) The company has taken unsecured loans from parties covered in the register maintained u/s 301 of the companies act, 1956 wherein the year-end balance is Rs. 40.54 Lakhs (Previous year i.e. 31st March, 2013 Rs. Nil).

(b) The company has not given any unsecured loans to parties covered in the register maintained u/s 301 of the companies act, 1956.

(c) In our opinion the rate of interest and other terms and conditions on which loans taken by the company are not prima facie prejudicial to the interest of the company. The payment of principal amount and interest are also regular as stipulated.

4. In our opinion and according to the information and explanations given to us, the company has adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories and fixed assets and for sale of goods. Further based on our examination and according to information and explanation given to us, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been so entered in the register required to be maintained under that section.

6. According to die information and explanations given to us, the Company lias not accepted any deposits from the public. Therefore, die provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of business.

8. Cost records under section 209 (1) (d) of the Companies Act 1956 are not applicable to the Company.

9. In respect of statutory dues:

(a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues of Income Tax, Sales Tax, Service Tax, and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months from the date of becoming payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Service Tax, and Cess, which have not been deposited on account of any dispute.

10. The Company has accumulated losses at the end of the year and has incurred cash loss during the financial year covered by our audit.

11. In our opinion and according to die information and explanations given to us the Company has not defaulted in repayment of dues to financial institutions or banks. The company does not have any outstanding debentures.

12. According to the information and explanations given 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.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of clause (xiii) of paragraph 4 of the Companies (Auditors Report) Order is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares. Mutual funds & other Investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not taken any term loans during the year and not been defaulter in repayment of principal and interest by way instalment.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. 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.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. On the basis of information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such ease by the management.

FOR M. B. AGRAWAL & CO. CHARTERED ACCOUNTANTS FRN: 100137 W

M. B. AGRAWAL PARTNER MEM NO: 9045

Place: Mumbai Date: 13th August, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of Count N Denier (India) Limited as at 31st March,2012, the Statement of Profit & Loss and Cash Flow Statement for the year ended on that date annexed there to. These Financial Statements are the responsibility of the Company's Management.

Our responsibility is to express an opinion on these Financial Statements based on our Audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are fee from 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 and we report that:

3. As required by the Companies (Auditors' Report ) Order 2003 issued by the Central Government of India in terms Sec.227 (4A) of the Companies Act 1956 and on the basis of such checks of the books and records as we Considered necessary and appropriate and according to the information And explanation given to us during the course of audit, the statement on the Matters specified in paragraph 4&5 of the said order, is enclosed herewith.

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 explanation which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) In the our opinion, proper Books of Accounts as required by law have been kept by the Company so far as appears from our examination of such Books.

c) The Balance Sheet and Profit & Loss A/c referred to in this report, are in agreement with the Books of Accounts.

d) In our opinion the Balance Sheet, Cash flow Statement and Profit & Loss a/s dealt with by this Report comply, subject to Notes to Accounts, with the Mandatory Accounting Standards Accounting Standards referred to Sec.211(3C) of the Companies Act,1956, to the Extent.

e) On the basis of written representations received from the Directors as on 31st March,2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31.03.2012 from being appointed as Director in terms of Clause (g) of Sub- Sec.(1) of Sec. 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and explanation given to us, the said statements of account, read together with significant accounting policies and Notes on Accounts there on, give the information required by the companies Act,1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

(i) in so far as relates to the Balance Sheet of the state of Affairs of the company as at 31st march 2012,

(ii) In so far as relates to the Profit & Loss account of the Profit of the company for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH OUR REPORT OF EVEN DATE:

1. In respect of Fixed Assets: There is no fixed assets in the Company, therefore this clause does not applicable.

2. In respect of inventories: There were no inventory, hence this clause is not applicable.

3. In respect of the Loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained u/s.301 of the Companies Act, 1956:

(a) the company has not given any loans.

(b) The company has taken unsecured loans covered in the register maintained u/s.301 of the Companies Act,1956.

(c) In our opinion the rate of interest and other terms and condition on which loans given by the company are not prima facie prejudicial to the interest of the company. The parties are repaying the principal amounts as stipulated and are also irregular in payment of interest, wherever applicable .

(d) In respect of aforesaid loans, there is no overdue amount.

4. In our opinion and according to the information given to us the company has adequate internal control procedure, commensurate to the size of the company and nature of its Business for the purchase of inventories and fixed assets and for sale of goods Further based on our examination and according to the information & explanation given to us we have neither come across nor have been informed of any major weakness in the internal control.

5. To the best of knowledge and belief and according to the information and explanation given to us we are of the opinion that the transaction that need entered in the register in pursuance of sec. 301 of the companies Act 1956 has been so entered.

6. The company has not accepted any deposit from public to which the directive issued By the Reserve Bank of the India and the provision of sec.58AA of the Act and the Rules framed there under applicable.

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

8. As explained to us the central govt. has not prescribed maintenance of cost record u/s 209(1) (d) of the companies Act 1956 for any of the company.

9. In respects of statutory dues:

(a) According to the records of the company and information and explanation given to us the company has been regular in depositing undisputed statutory dues to the extent applicable, with the appropriate authorities during the year. According the information and explanation given to us, no undisputed amount payable in respect of the above were in arrears as on 31.03.2012 for a period of more than 6 months from the date on which they become payable. We have been explained that status relating to other statutory dues including Employees State Insurance, Provident Fund, Sales Tax, Wealth Tax, Custom Duty, Investor Education and Protection Fund, Excise Duty and Service Tax are not applicable to the Company during the year.

10. The Company have accumulated losses at the end of the financial year and have not incurred cash losses during the year covered by the audit and immediately preceding financial year.

11. On the basis of information and explanation given to us the company has not defaulted in repayment of dues to any Bank or financial institution. The company has not obtained any borrowing by way of debentures.

12. Based on our examination of record and the information & explanation 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 .

13. In our opinion the company is not a chit fund or and Nidhi/ Mutual benefit fund / society therefore the provision of clause (xiii) of this order are not applicable.

14.In our opinion the Company has maintained proper records of transactions and contracts relating to shares and securities and other investments made, entered into during the year and timely entries have been made therein.

15. According to the information and explanation given to us and record examined by us the company has not given any guaranty for the loan taken by others from Banks or financial institutions.

16. In our opinion and according to the information & explanation given to us the company has not taken term loan during the year and not been defaulter in repayment of principal and interest by way of installment.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s.301 of the Companies Act,1956 and has neither issued debentures nor raised any money by way of public issue during the year.

19. 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 explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have been informed of such case by the management.

20. The other clauses of the companies (Auditors' Report) Order 2003 are not applicable in the case of this company for the current year.

For RAKESH SONI & CO.

Chartered Accountants,

SD/-

(CA.R.K.SONI)

Proprietor.

M.NO.- 047151. PLACE:MUMBAI.

FRN-11444625W DATE: 28/06/2012


Mar 31, 2010

We have audited the attached Balance Sheet of PHARMA COM (INDIA) LTD. as at 31st. March 2010 and Profit and Loss Account for the year ended on that date annexed there to. 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 have 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 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 section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

c) The Balance sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

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

e) On the basis of written representation received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st. March, 2010 from being appointed as a director in terms of section 274 (1) (g) 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 with 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 case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010; and

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

ANNEXURE TO THE AUDITORS'REPORT (Referred to in our report of even date) Re: Pharma Com (India) Ltd. (31.3.2010)

1. The Company has no Fixed assets, hence maintenance of proper records showing full particulars including quantitative details not required.

The Company is not required to make physical verification of its Fixed assets,

There was no any disposal of fixed assets during the year.

2. The Company is not having any inventory in stock during the whole year. Therefore its verification and maintaining proper records of inventory does not required.

3. The Company has not granted any Loans secured / unsecured to any Companies, firms and other parties covered in the Register maintained under section 301 of the Companies Act, 1956. during the year.

The Company has not taken any unsecured Loans from Companies, firms and other parties during the year covered in the Register maintained under section 301 of the Companies Act, 1956. As explained, therefore not required to report.

4. In our opinion and according to the information and explanations given to us during the course of audit, 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 sale of goods.

We have not observed any continuing failure to correct major weakness in internal control system.

5. On the basis of Books examined by us and according to the information and explanations

given to us, there were no any such transactions relating to sales of the product of the company and purchases of goods needs to be entered into the register maintained u/s 301 of the Companies Act, 1956 have been recorded in the register.

6. The company has not accepted any deposit from the public during the year pursuant to section 58A of the Companies Act, 1956.

7. The Company does not have any internal audit system commensurate with the size of the Company. As explained to us, since there are no any activities in the Company, the internal audit will be an extra burden on the Company.

8. As explained to us, the central Government has not prescribed maintenance of cost records u/s 209 (1) (d) of the Companies Act, 1956 for any of the company's product

9. As explained to us, there are no undisputed amounts payable in respect of any statutory dues which have remained outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

According to the information and explanations given to us and as per the books and records examined by us, there are no dues of income-tax, sales-tax, wealth-tax, Service tax, Custom duty, excise duty and Cess which have not been deposited / paid on account of any dispute.

10. According to the records of the company, the Company's accumulated losses at the end of the financial year exceeds of its net worth. It has also incurred cash losses in current financial year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of its dues to the Banks.

The Company does not have any borrowings from any financial institution and by way of Debentures.

12. According to the information and explanations given to us, and based on the document and records produced, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. According to the information and explanations given to us, the company has not given any guarantees for loans taken by any other person, Company or Firm from banks and / or financial institutions.

14. The Company does not fall within the category of chit fund / nidhi / mutual benefit fund/ society and therefore, the provisions of clause 4 (xii) & 4 (xiii) of the Order are not applicable.

15. According to the information and explanations given to us, and based on the books produced, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Order are not applicable.

16. The Company has not applied/ taken any new term loans during the year.

17. According to the information and explanations given to us, and"on an overall examination of the Balance sheet of the company, in our opinion during the period short term funds have not been used to finance long term investments and vice versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. The company has not issued any secured Debentures during the year or in earlier years.

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

21. During the course of our examination of the books and records of the company and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Prakash Gupta & Co. Chartered Accountants

(O P Gupta) Proprietor M. No.070909, FRN-11809W Place : Mumbai, Dated- 3/9/2010

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