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Auditor Report of STL Global Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of STL GLOBAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit & Loss, 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. The management and Board of Directors of the Company are 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 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 are 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 thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform 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. considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by the Company's management and Board of 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order to the extent applicable.

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 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under 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:

i. The company has disclosed the impact of pending litigation on its financial position in its financial statements. (Please refer note 27 to the financial statements)

ii. The company did not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been any occasion in case of the Company during the year under report to transfer any sums to the investor Education and protection Fund. The question of delay in transferring such sums does not arise..

The Annexure referred to in our independent Auditor's report to the members of the Company on the financial statements for the year ended 31st March, 2015, we report that:

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

(b) As explained to us, fixed assets covering significant value have been physically verified by the management at reasonable intervals and no material discrepancies were identified on such verification.

(ii) (a) As explained to us, Inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of inventories and no material discrepancies were noticed on physical verification of inventories by the management

(iii) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us and on the basis of our examination of books and records of the Company, there is an adequate internal control system commensurate with the size of the company and the nature of its business and no major weakness has been noticed or reported in the internal control systems in respect of those areas.

(v) The Company has not accepted any deposits from the public covered under section 73 to 76 of the Companies Act, 2013.

(vi) In our Opinion and as per information and explanation given to us, no maintenance of cost records has been prescribed by the Central Government under section 148 (1) of the Companies Act, 2013.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of Company's books and records, the Company is regular in depositing undisputed statutory dues including provident fund, employee's state insurance, Income tax, sale tax, wealth tax, service tax, excise duty, custom duty, value added tax, cess and any other statutory dues as applicable with the appropriate authorities. And no undisputed statutory dues payable as at 31st March, 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, the following dues have not been deposited with the concerned authorities on account of dispute -

Name of the Statue Nature of Dues Amount Rupees

Local Area Development Local Area 47,99,479 Ordiance-2000 Development Tax

HGST Act Sale Tax 23,12,722

HVAT Act Sale Tax 4,10,939

HVAT Act Sale Tax 30,70,369

Name of the Statue Forum where Dispute is pending

Local Area Development Jt. Excise & Taxation Ordiance-2000 Commissioner, Faridabad

HGST Act Jt. Excise & Taxation Commissioner, Faridabad

HVAT Act Haryana Sale Tax Appellae Tribunal, Chandigarh

HVAT Act Jt. Excise & Taxation Commissioner, Faridabad

(c) According to the information and explanations given to us there has not been an occasion in the case of Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise;

(viii) . In our opinion and according to the information and explanation given to us the Company has been registered for more than five years and its accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and in the immediately preceding financial year;

(ix) Based on our audit procedures and as per the information and explanations given to us, the Company has defaulted in repayment of loans and interest to bank and financial institutions and the Punjab National Bank as consortium leader issued Notice u/s 13(2) and further u/s 13(4) of the Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act,2002. by declaring accounts as NPA. The Company disputes the validity of the aforesaid notices and has a separate claim for losses due to action/inaction of various parties and filed an Appeal U/s 17 of the same Act before Hon'ble DRT-I Chandigarh and are under consideration;

(x) 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 bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company;

(xi) In our opinion and according to the information and explanations given to us, the Company has not raised any term loan s during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For MM Goyal & Co. Chartered Accountants Firm Registration No. : 007198N

M.M.Goyal Partner Membership No. 86085

New Delhi May 29th 2015


Mar 31, 2014

We have audited the accompanying financial statements of STL GLOBAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2014, and the Statement of Profit & 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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 THE AUDITOR''S REPORT (Referred to in our report of even date to the members of STL Global Limited as at and for the year ended 31 March,2014)

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

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

(b) As explained to us, fixed assets covering significant value have been physically verified by the management at reasonable intervals and no material discrepancies were identified on such verification.

(c) In our opinion and according to the information and explanations given to us, fixed assets disposed off during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) As explained to us, Inventories have been physically verified during the year by the

management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of inventories. And no material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

(iii) (a) According to the information and explanation given to us and on the basis of our examination

of the books of accounts, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 iii (a) to (d) of the order are not applicable to the Company.

(b) According to the information and explanation given to us and on the basis of our examination of the books of accounts, The company has taken unsecured loan from three parties covered in the register maintained under section 301 of the Companies Act, 1956, on call basis. The maximum amount outstanding during the year was Rs. 639.95 lakhs and the year end balance due to such parties was Rs. 639.95 lakhs.

(c) The same loan is interest free. Other terms and conditions on which the loan has been taken are prima facie, not prejudicial to the interest of the company.

(d) In view of our comments in para (iii) (b) and (c) above, clause 4 (iii) (g) of the said order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regard to purchase of inventory and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control systems in respect of those areas.

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

given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be

maintained under that section.

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public covered by section 58 A and 58 AA of The Companies Act 1956.

(vii) To the best of our knowledge and according to information and explanation given to us, the company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under section 209 (1) (d) of the Companies Act,1956 in respect of the company''s products and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) according to the books and records as produced and examined by us, in accordance with

the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, Income tax, sale tax, wealth tax, service tax, excise duty, custom duty, and cess and other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income taxs sale tax, wealth tax, service tax, excise duty, custom duty and cess were in arrears, as at 31 March, 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, the following dues have not been deposited with the concerned authorities on account of dispute:

Name of the Statue Nature of Dues Amount Rupees

Local Area Local Area Development 47,99,479 Development Tax Sale Tax Ordiance-2000

HGST Act Sale Tax 23,12,722

HVAT Act Sale Tax 4,10,939

HVAT Act Sale Tax 30,70,369

Name of the Statute Forum where Dipsute is pending

Local Area Development Jt. Excise & Taxation Commissioner, Faridabad

HGST ACT Jt. Excixe & Taxation Commissioner, Faridabad

HVAT ACT Haryana Sale Tax Appellate Tribunal, Chandigarh

HVAT ACT Jt. Excise & Taxation Commissioner, Faridabad

(x) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given to us, the Company has defaulted in repayment of loans and interest to bank and financial institutions. And the Punjab National Bank as consortium leader issued Notice u/s 13(2) and further u/s 13(4) of the Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act,2002. by declaring accounts as NPA,The Company disputes the validity of the aforesaid

notices and has a separate claim for losses due to action/inaction of various parties and filed an Appeal U/s 17 of the same Act before Hon''ble DRT-I Chandigarh and are under consideration.

(xii) According to the information and explanations given to us and based on the document and records produced 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 during the year.

(xiii) 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 order are not applicable to the company.

(xiv) In our opinion and , the company is not dealing or trading in shares, securities, debentures, and other investments. Accordingly the provision of clause 4 (xiv) of the order are not applicable.

(xv) According to the information and explanations given to us, in our opinion the Company has not given any guarantee , the terms and conditions whereof are prejudicial to the interest of Company, for loans taken by others from Bank or financial institutions.

(xvi) To the best of our knowledge and according to the information and explanation given to us. we are of the opinion that, terms loans availed by the company, have been, applied for the purpose for which they were raised.

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

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

(xix) The Company has no outstanding debentures during the period under audit.

(xx) According to The information and explanation provided to us, the company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and the 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 case by the management.

For MM Goyal & Co. Chartered Accountants Firm Registration No. : 007198N

(M.M. Goyal) Partner New Delhi Membership No. 86085 May 30 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of STL GLOBAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2013, and the Statement of Profit & 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor''s Responsibility

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

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

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

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

Report on other Legal and Regulatory Requirements

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441Aof 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.

(Referred to in our report of even date to the members of STL Global Limited as at and for the year ended 31stMarch,2013) On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets covering significant value have been physically verified by the management at reasonable intervals and no material discrepancies were identified on such verification.

(c) In our opinion and according to the information and explanations given to us, fixed assets disposed off during the year were not substantial; hence it does not affect the Company as a going concern.

(ii) (a) As explained to us, Inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of inventories. And no material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

(iii) (a) According to the information and explanation given to us and on the basis of our examination of the books of accounts, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4 Hi (a) to (d) of the order are not applicable to the Company.

(b) According to the information and explanation given to us and on the basis of our examination of the books of accounts, The company has taken unsecured loan from Three parties covered in the register maintained under section 301 of the Companies Act, 1956, on call basis. The maximum amount outstanding during the year was Rs. 589.95 lakhs and the yearend balance due to such parties was Rs. 589.95 lakhs.

(c) The same loan is interest free. Other terms and conditions on which the loan has been taken are prima facie, not prejudicial to the interest of the company.

(d) In view of our comments in para (iii) (b) and (c) above, clause 4 (iii) (g) of the said order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regard to purchase of inventory and fixed assets and payment for expenses and for sale of goods. During the course of our audit, no major weakness has been noticed in the internal control systems in respect of those areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public covered by section 58 A and 58 AA of The Companies Act 1956.

(vii) To the best of our knowledge and according to information and explanation given to us, the company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) As per information and explanation given by the management maintenance of cost records has been prescribed by the Central Government under section 209 (1) (d) of the Companies Act,1956 in respect of the company''s products and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

(ix) (a) according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, Income tax, sale tax, wealth tax, service tax, excise duty, custom duty, and cess and other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sale tax, wealth tax, service tax, excise duty, custom duty and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, the following dues have not been deposited with the concerned authorities on account of dispute -

SI. Name of the Statue Nature of Dues Amount Forum where Dis No. Rupees is pending

1. Income Tax Act,1961 Income Tax 26,72,030 High Court (Delhi)

2. Local Area Development Local Area 47,99,479 Jt. Excise & Taxation 0rdiance-2000 Development Tax Commissioner. Faridabad

3. HGST Act Sale Tax 23,12,722 Jt.Excise& Taxation Commissioner, Faridabad

4. HVAT Act Sale Tax 4,10,939 HaryanaSale Tax Appellate Tribunal, Chandigarh

5. HVAT Act Sale Tax 30,70,369 Jt.Excise& Taxation Commissioner, Faridabad

(x) The Company''s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses during the current financial year covered by our audit and not incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given to us, the Company has delayed in repayment of loans and interest to bank and financial institutions. Total amount unpaid overdue to bank and financial institutions and banks aggregated to Rs. 3819.72 lakhs including installment due for WCTL& FITL and letter of credit devolved and interest provision as at march 2013, except in the case of DBS Bank, which has filed recovery suit against the Company before the Hon''ble Debt Recovery Tribunal (DRT), further the company has not provided interest on loan from DBS Bank, as the case is still to be decided by the Hon''ble DRT.

(xii) According to the information and explanations given to us and based on the document and records produced 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 during the year.

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

(xiv) In our opinion and , the company is not dealing or trading in shares, securities, debentures, and other investments. Accordingly the provision of clause 4 (xiv) of the order are not applicable.

(xv) According to the information and explanations given to us, in our opinion the Company has not given any guarantee , the terms and conditions whereof are prejudicial to the interest of Company, for loans taken by others from Bank or financial institutions.

(xvi) To the best of our knowledge and according to the information and explanation given to us. we are of the opinion that, terms loans availed by the company, have been, applied for the purpose for which they were raised.

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

(xviii) Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

(xix) The Company has no outstanding debentures during the period under audit.

(xx) According to The information and explanation provided to us, the company has not raised any money by way of public issue during the year.

(xxi) Based on the audit procedures performed and the 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 case by the management.

For M M Goyal & Co.

Chartered Accountants

Firm Registration No. : 007198N



Sd/-

M.M.Goyal

Partner

Membership No. 86085

New Delhi

May 28th 2013


Mar 31, 2012

We have audited the attached Balance Sheet of STL GLOBAL LIMITED, as at 31st March 2012, and also the annexed Profit & Loss Account and the cash flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable.

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

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

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

(c) The Balance Sheet, Profit & Loss Account and Cash flow statement dealt with by this report are in agreement with the Books of account;

(d) In our opinion, the Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report 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 31st March 2012, and taken on record by the Board of Directors, We report that none of the Directors is disqualified as on 31st March 2012, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the 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 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 principals generally accepted in India:

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

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

(iii) In the case of the cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE

(Referred to in the main Report of even date)

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

(b) The fixed assets covering significant value have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. On the basis of the information and explanations given by the management, no material discrepancies have been noticed on such verification.

(c) The Company's assets i.e Land & Building and Plant & machinery situated at Plot no 4, Sector-6 Faridabad has been disposed off by term lenders during the year, which is substantial part of Company's fixed assets.

(ii) (a) The Inventories have been physically verified by the management at reasonable intervals during the year.

(b) To the best of our knowledge and according to information and explanation given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) To the best of our knowledge and according to information and explanation given to us, the company has maintained proper records of inventory. The discrepancies, noticed on the aforesaid verification, between the physical stocks and stocks as per books have been properly dealt with in the books of account.

iii) (a) To the best of our knowledge and according to the information and explanation given to us, the company has not granted any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956.

(b) The company has taken unsecured loan from Two parties covered in the register maintained under section 301 of the Companies Act, 1956, on call basis. The maximum amount outstanding during the year was Rs. 539.95 Lakhs and the year end balance was Rs. 539.95 lakhs.

(c) The same loan is interest free. Other terms and conditions on which the loan has been taken are prima facie, not prejudicial to the interest of the company.

(d) In view of our comments in para iii (b) and (c) above, clause 4 (iii) (g) of the said order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control systems.

(v) (a) To the best of our knowledge and belief and according to explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) Transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public covered by section 58 A and 58 AA of The Companies Act 1956.

(vii) To the best of our knowledge and according to information and explanation given to us, the company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) To the best of our knowledge and according to the information given to us, The Central Government has not been prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act,1956 in respect of the company's products.

(ix) (a) To the best of our knowledge and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund,employees state insurance, Income tax, sale tax, wealth tax, service tax, excise duty, custom duty, and cess and other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sale tax, wealth tax, service tax, excise duty, custom duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

(c) As at 31st March, 2012, according to the records of the Company and the information & explanations given to us, the following are the particulars of dues on account of Income Tax, Sale Tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited on account of any dispute -

Sl. Name of the Statue Nature of Dues Amount Forum where Dispute No. Rupees is pending

1. Income Tax Act, 1961 Income Tax 26,72,030 High Court ( Delhi)

2. Local Area Development Local Area 47,99,479 Jt. Excise & Taxation Ordiance-2000 Development Tax Commissioner, Faridaba

3. HGST Act Sale Tax 23,12,722 Jt. Excise & Taxation Commissioner, Faridabad

4. HVAT Act Sale Tax 4,10,939 Haryana Sale Tax Appellate Tribunal, Chandigarh

(x) The Company's accumulated losses at the end of the financial year are more than fifty percent of its net worth. Further the Company has not incurred cash losses during the financial year covered by our audit , however there was cash loss during the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company during the year has not defaulted in repayment of dues to financial institutions and banks except in the case of DBS Bank, which has filed recovery suit against the Company before the Hon'ble Debt Recovery Tribunal (DRT), further the company has not provided interest on such loans as the case is still to be decided by the Hon'ble DRT.

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

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the order are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

(xv) According to the information and explanations given to us, in our opinion, the Company has not given any guarantee for loans taken by others from Bank or financial institutions, the terms and conditions where of are prejudicial to the interest of the company.

(xvi) To the best of our knowledge and according to the information and explanation given to us. And on an over all examinations, we are of the opinion that, terms loans availed by the company, have been, applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, funds raised on short term basis have not been used for long term investment.

(xviii) To the best of our knowledge and as per the information and explanations given to us the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the Act.

(xix) As there are no debentures outstanding at year-end, paragraph (xix) of the order is not applicable.

(xx) According to The information provided to us, the company has not raised any money by way of public issue during the year. Therefore clause 4(xix) of order is not applicable to the company.

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

For M M GOYAL & CO.

Firm Regn. No 007198N

Chartered Accountants

Sd/-

M.M.GOYAL

New Delhi Partner

May 26th 2012 Membership No. 86085


Mar 31, 2010

We have audited the attached Balance Sheet of STL GLOBAL LIMITED, as at 31 st March 2010, and also the annexed Profit & Loss Account and the cash flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides are asonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent applicable. Further to our comments in the Annexure referred to above, we report that:

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

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

(c)The Balance Sheet Profit & Loss Account and Cash flow statement dealt with by this report are in agreement with the Books of account;

(d)In our opinion. the Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report 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 31st March 2010, and taken on record by the Board of Directors, We report that none of the Directors is disqualified as on 31 st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; (f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 11956, in the manner so required and give a true and fair view in conformity with the accounting principals 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.

(ii) In the case of the Profit & Loss Account, of the profitfor the year ended on that date; and (iii) In the case of the cash flow statement of the cash flows forth eye are nded on that date.

ANNEXURE (Referred to in the main Report of even date)

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

(b) The fixed assets covering significant value have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the company and nature of its assets. On the basis of the information and explanations given by the management, no material discrepancies have been noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets during the year.

(ii) (a) The Inventories have been physically verified by the managent at reasonable intervals during the year.

(b) To the best of our knowledge and according to information and explanation given to us, the procedure of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) To the best of our knowledge and according to information and explanation given to us, the company has maintained proper records of inventory. The discrepancies, noticed on the aforesaid verification, between the physical stocks and stocks as per books have been properly dealt with in the books of account.

(iii) (a) To the best of our knowledge and according to the information and explanation given to us, the company has not granted any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained undersection 301 ofthe Companies Act, 1956.

(b) The company has taken unsecured loan from Three parties covered in the register maintained undersection 301 of the Companies Act, 1956, on call basis. The maximum amount outstanding during the year was Rs. 514.95 Lakhs and the year end balance was Rs. 514.95 lakhs.

(c) The same loan is interest free. Other terms and conditions on which the loan has been taken are prima facie, not prejudicial to the interest .of the company.

(d) In view of our comments in para iii (b) and (c) above, clause 4 (iii) (g) of the said order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and sale of goods. During the course of our audit, no majorweakness has been noticed in the internal control systems.

(v) (a) To the best of our knowledge and belief and according to explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) Transaction made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public covered by section 58 Aand 58 AA of The Companies Act 1956.

(vii) To the best of our knowledge and according to information and explanation given to us, the company has an adequate internal audit system commensurate with its size and nature of its business.

(viii) To the best of our knowledge and according to the information given to us, The Central Government has not been prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 in respect of the companys products.

(ix) (a) To the best of our knowledge and according to the books and records as produced and examined by us, in accordance with the generally accepted auditing practices in India, the Company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, Income tax, sale tax, wealth tax, service tax, excise duty, custom duty, and cess and other statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sale tax, wealth tax, service tax, excise duty, custom duty and cess were in arrears, as at 31s, March, 2010 for a period of more than six months from the date they become payable.

(c) As at 31st March, 2010, according to the records of the Company and the information & explanations given to us, the following are the particulars of dues on account of Income Tax, Sale Tax, wealth tax, service tax, custom duty, excise duty and cess matters that have not been deposited on account of anydispute-

Sl. Name of the Statue Nature of Dues Amount Forum where Dispute No. Rupees is pending

1. Income TaxAct, 1961 Income Tax 26,72,030 High Court (Delhi)

2. Local Area Development Local Area 47,99,479 Jt. Excise & Taxation Ordiance-2000 Development Tax Commissioner, Faridabad

3. HGSTAct Sale Tax 23,12,722 Jt. Excise & Taxation Commissioner, Faridabad

4. HVATAct Sale Tax 28,80,978 Jt. Excise & Taxation Commissioner, Faridabad

5. HVATAct Sale Tax 4,10,939 Haryana Sale Tax Appellate Tribunal, Chandigarh

6 Income TaxAct.1961 Penalty 2,22,278 ITAT Delhi

7 Income Tax Act, 1961 Penalty 3,07,148 CIT (Appeal), Delhi

(x) The Companys accumulated losses at the end of the financial year are less than fifty percent of its net worth. Further the Company has incurred cash losses of Rs 2860.62 Lakhs in the current year and Nil during the immediately preceding financial year.

(xi) According to the information and explanations given to us, the company during the year has not defaulted in repayment of dues to financial institutions and banks.

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

(xiii) The provisions of any special statue as specified under paragraph (xiii) of the order are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in Securities

(xv) According to the information and explanations given to us, in our opinion, the Company has not given any guarantee for loans taken by others from Bank or financial institutions, the terms and conditions where of are prejudicial to the interest of the company.

(xvi) To the best of our knowledge and according to the information and explanation given to us. And on an overall examinations, we are of the opinion that, terms loans availed by the company, have been, applied forthe purpose for which they were raised.

(xvii) According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, funds raised on short term basis have not been used for long term investment.

(xviii) To the best of our knowledge and as per the information and explanations given to us the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of theAct.

(xix) As there are no debentures outstanding at year-end, paragraph (xix) of the order is not applicable.

(xx) According to The information provided to us, the company has not raised any money by way of public issue during the year. Therefore clause 4(xix) of order is not applicable to the company.

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



For M.M.GOYAL & CO.

Chartered Accountants

M.M.GOYAL New Delhi Partner

May 28th 2010 Membership No. 86085

 
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