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Auditor Report of Superhouse Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Superhouse Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has inplace an adequate internal financial controls 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 profit 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, and on the basis of such checks of the books and records of the company as we considered appropriate and according to 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.

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

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

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

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

d. In our opinion, the aforesaid standalone 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 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.

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

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

statements - Refer Note no. 38 to the financial statements;

ii. In our opinion and as per the information and explanations provided to us, the company has not entered into any long term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses; and

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

ANNEXURE TO THE AUDITORS' REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date on the standalone financial statements of Superhouse Limited ("the Company") for the year ended March 31,2015]

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

(b) The fixed assets of the company are physically verified in a phased manner, so as to cover all the fixed assets over a period of two years. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed in respect of the assets verified during the year.

ii. (a) The inventories of the Company have been physically verified by the management at regular interval during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, 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, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operation of the company.

iii. (a) The company has not granted any loans secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 189 of the Act excepting unsecured loan/advance to two such public limited companies and interest free unsecured loan to two Wholly Owned Subsidiaries.

(b) No irregularity was noticed during the year in respect of repayment of principal amount and interest on loan, wherever stipulated.

(c) There is no amount overdue in respect of loans granted to companies/firms or other parties listed in the register maintained under Section 189 of the Act.

iv. In our opinion, there is adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In our opinion and according to information and explanations given to us, the Company has not accepted any deposit from the public and accordingly the provisions of clause (v) of paragraph 3 of the Order are not applicable during the year.

vi. In our opinion and according to information and explanations given to us, the requirement of maintenance of Cost Records pursuant to Companies (Cost Records and Audit) Rules, 2014 specified by the Central Government of India under sub- section (1) of Section 148 of the Act are not applicable to the company for the year under audit.

vii. (a) According to the books and records produced and examined by us, the Company is generally regular in depositing undisputed Statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues as applicable with the appropriate authorities and no undisputed amount payable in respect of aforesaid statutory dues were outstanding as at March 31,2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess and which have not been deposited on account of any dispute, except mentioned as below:

Name of the Statute Nature of dues Forum where dispute is pending

Trade Tax and Central Tax and Interest Joint Commissioner of Sales Tax Act Trade Tax Dy. Commissioner of Trade Tax

Entry Tax Joint Commissioner of Trade Tax

Income Tax Act 1961 Income Tax CIT (Appeals) Kanpur & Interest

ITAT (Appeals), Lucknow

Income Tax CIT (Appeals), Kanpur (TDS) & Interest

Name of the Statute Period to which amount relates Amount (Rs.)

Trade Tax and Central 2001-02, 2005-06 & 2009-10 2,39,303 Sales Tax Act

2008-09 7,28,106

2005-06 5,86,500

A.Y. 2010-11 9,39,370

A.Y. 2007-08 & 2008-09 159,99,260

A.Y. 2010-11 & 2015-16 24,84,848

(c) According to the information and explanations given to us, the amount that required to be transferred to Investors Education and Protection Fund during the year in accordance with the relevant provisions of the Companies Act, 1956 and rules framed thereunder has been transferred to such fund within time.

viii. The company does not have any accumulated losses as at the end of the year and has not incurred cash losses during the financial year covered by audit report and in the immediately preceding financial year.

ix. According to the information and explanations given to us and based on the documents and records produced to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders during the year.

x. The company has given corporate guarantees aggregating to Rs. 51,18.76 Lacs for loans taken by its wholly owned subsidiaries (WOS) from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

xi. In our opinion, the term loans have been applied for the purposes for which they were obtained.

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

FOR KAPOOR TANDON & CO. Chartered Accountants Firm Reg.No. 000952C

(RAJESH PARASRAMKA) PLACE : KANPUR PARTNER. DATE : 30th July, 2015 M No. 074192


Mar 31, 2014

We have audited the accompanying financial statements of Superhouse Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13.09.2013 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 Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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 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 Act read with the General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

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 Act;

ANNEXURE TO THE AUDITORS'' REPORT

(This is the Annexure referred to in our report of even date on the Financial Statements for the year ended 31st March, 2014 of Superhouse Limited)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

(b) The fixed assets of the company are physically verified in a phased manner, so as to cover all the fixed assets over a period of two years. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed in respect of the assets verified during the year.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

ii. (a) The inventory of the company has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operation of the company.

iii. (a) The company has not granted any loans secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 (the Act) excepting unsecured demand loan to four such entities and interest free unsecured loan to a Wholly Owned Subsidiary (WOS). Out of aforesaid, loan was repaid by two such entities. Year-end balance was Rs. 188.23 Lacs whereas maximum balance outstanding at any time during the year of such loans was Rs. 255.83 Lacs (including Rs 5.39 lacs to WOS).

(b) Rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the company.

(c) No irregularity was noticed during the year in respect of repayment of principal amount and interest on loan.

(d) There is no overdue amount of loan granted to companies/firms or other parties listed in the register maintained under Section 301 of the Act.

(e) The company has not taken any loans secured or unsecured from the companies/firms/other parties listed in the register maintained under Section 301 of the Act. Hence para (iii) (f) and (g) of the Order is not applicable.

iv. In our opinion, and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

Further, during the course of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding Rs. 5.00 Lacs during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market prices as far as we could ascertain on the basis of information and explanations given to us.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion and according to the information and explanations given to us, the company has an adequate internal audit system commensurate with the size of the company and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed records have been made and maintained.

However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor education & Protection Fund, Employees'' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities.

According to the information and explanations given to us, no undisputed dues in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

b) Dues of Income Tax / Sales Tax / Wealth Tax / Service Tax / Custom Duty / Excise Duty / Cess which have not been paid on account of any dispute are as under:

Name of Nature Forum where Period to which Amount the Statute of dues dispute is pending amount relates (Rs.)

Trade Tax & Tax & Joint Commissioner 2005-06,2007-08, central interest ot trade tax 2009-10 & 2010-11 7,59,475 sales tax Dy. Commissioner 2008-09 5,12,748 ACT Tax of trade tax Entry Joint Commissioner 2005-06 5,86,500 Tax Trade tax Income Income CIT (Appeals),Kanpur A.Y. 2010-11 9,39,370 Tax Act tax & ITAT, (Appeals), A.Y. 2003-04 20,69,740 Allahabad

x. The company does not have accumulated losses as at 31st March, 2014 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. According to the information and explanation given to us, the company has not defaulted in repayment of dues to any bank, during the year. There are no dues to any financial institution or debenture holder.

xii. According to the information and explanations given to us the company has not granted any loan/ advance on the

basis of security by way of pledge of Shares, Debentures and other Securities. xiii. In our opinion and according to the information and explanations given to us the nature of activities of the company does not attract any special statute applicable to Chit Fund and Nidhi/Mutual Benefit Fund/Societies.

xiv. In our opinion and according to the information and explanations given to us, the company is not a dealer / trader in share, securities, debentures and other investments.

xv. The company has given corporate guarantees aggregating to Rs. 3,483.84 Lacs for loans taken by its wholly owned subsidiaries from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

xvi. In our opinion and according to the information and explanations given to us the term loans were applied for the purpose for which the loans were obtained.

xvii. Based on the information and explanations given to us and on an overall review of the financial statements of the company, in our opinion, during the year, there are no fund raised on a short term basis which have been used for long term investment.

xviii. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

xix. The company has not issued any debenture during the year. xx. The company has not raised any money by public issue during the year.

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

For KAPOOR TANDON & CO. Chartered Accountants Firm Reg. No. 000952C (RAJESH PARASRAMKA) Partner M.No. 074192

Place : KANPUR Date : 1st July, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Superhouse Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 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 Act;

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 Act;

ANNEXURE TO THE AUDITORS'' REPORT

(This is the Annexure referred to in para 1 of our report of even date on the Financial Statements for the year ended 31st March, 2013 of Superhouse Limited)

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

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

(b) The fixed assets of the company are physically verified in a phased manner, so as to cover all the fixed assets over a period of two years. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed in respect of the assets verified during the year.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

ii. (a) The inventory of the company has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operation of the company.

iii. (a) The company has not granted any loans secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 (the Act) excepting unsecured demand loan to four such entities and interest free unsecured loan to a Wholly Owned Subsidiary (WOS). Year-end balance and maximum balance outstanding at any time during the year of such loans was Rs. 255.83 Lacs (including Rs 4.89 lacs to WOS).

(b) Rate of interest and other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the company.

(c) No irregularity was noticed during the year in respect of repayment of principal amount and interest on loan.

(d) There is no overdue amount of loan granted to companies/firms or other parties listed in the register maintained under Section 301 of the Act.

(e) The company has not taken any loans secured or unsecured from the companies/firms/other parties listed in the register maintained under Section 301 of the Act. Hence para (iii) (f) and (g) of the Order is not applicable.

iv. In our opinion, and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

Further, during the course of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

v. (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Act have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Act, and exceeding Rs. 5.00 Lacs during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market prices as far as we could ascertain on the basis of information and explanations given to us.

vi. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion and according to the information and explanations given to us, the company has an adequate internal audit system commensurate with the size of the company and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor education & Protection Fund, Employees'' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities.

According to the information and explanations given to us, no undisputed dues in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

xi. According to the information and explanation given to us, the company has not defaulted in repayment of dues to any bank, during the year. There are no dues to any financial institution or debenture holder.

xii. According to the information and explanations given to us the company has not granted any loan/ advance on the basis of security by way of pledge of Shares, Debentures and other Securities.

xiii. In our opinion and according to the information and explanations given to us the nature of activities of the company does not attract any special statute applicable to Chit Fund and Nidhi/Mutual Benefit Fund/Societies.

xiv. In our opinion and according to the information and explanations given to us, the company is not a dealer / trader in share, securities, debentures and other investments.

xv. The company has given corporate guarantees aggregating to Rs. 3,012.40 Lacs for loans taken by its wholly owned subsidiaries from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

xvi. In our opinion and according to the information and explanations given to us the term loans were applied for the purpose for which the loans were obtained.

xvii. Based on the information and explanations given to us and on an overall review of the financial statements of the company, in our opinion, during the year, there are no fund raised on a short term basis which have been used for long term investment.

xviii. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year.

xix. The company has not issued any debenture during the year.

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

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

For KAPOOR TANDON & CO.,

Chartered Accountants

Firm Reg. No. 000952C

Place: KANPUR (RAJESH PARASRAMKA)

Date : 29th June, 2013 Partner

M.No. 074192


Mar 31, 2012

1. We have audited the attached Balance Sheet of Superhorse Limited as at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (the Order) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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, Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the requirements of 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 of the company, none of the directors is disqualified as on 31st March, 2012 from being appointed as 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, they said financial statements read together 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 accounting principles generally accepted in India:

i. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 3 or Auditors' Report of even date on the financial statements for the year ended 31st March, 2012 of Superhouse Limited

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

(b) The fixed assets of the company are physically verified in a phased manner, so as to cover all the fixed assets over a period of two years. In our opinion, the frequency of physical verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were noticed in respect of the assets verified during the year.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) (a) The inventory of the company has been physically verified by the management during the year except material lying with the third parties. In our opinion, the frequency of such verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operation of the company.

(iii) (a) The company has not granted any loans secured or unsecured to the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 excepting interest free unsecured loan to a Wholly Owned Subsidiary. Maximum amount involved and yearend balance of such loan was Rs. 4.56 Lacs.

(b) Other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the company.

(c) As regards repayment of above loans are concerned, no terms of repayment have been stipulated.

(d) The company has not taken any loans secured or unsecured from the companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion, and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

Further, during the course of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding Rs. 5.00 Lacs during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market prices as far as we could ascertain on the basis of information and explanations given to us.

(vi) The company has not accepted any deposits from the public during the year under audit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

(vii) In our opinion and according to the information and explanations given to us, the company has an adequate internal audit system commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company relating to the manufacture of 'footwear' pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other products of the company.

(ix) (a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund, Investor education & Protection Fund, Employees' State Insurance, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. Further, in absence of notification from the Government in respect of Cess as per the provisions of Section 441A of Companies Act, 1956, the same could not be quantified / deposited.

According to the information and explanations given to us, no undisputed dues in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) Dues of Income Tax / Sales Tax / Wealth Tax / Service Tax / Custom Duty / Excise Duty / Cess which have not been paid on account of any dispute are as under:

Name of Nature Forum where Period to which Amount the Statute of dues dispute is pending amount relates (Rs.)

Joint Commissioner of Trade Tax 2001-02, 2005-06 & 2007-08 3,45,278

Tax & In terest

Trade Tax & Dy. Commis sioner of Trade Tax 1997-98, 2002-03 & 2008-09 31,62,288 Central

Sales Tax Sales Tax Appellate Tribunal 1999-2000 8,60,729

Act Entry Tax Joint Commis sioner of Trade Tax 2005-06 5,86,500

Income Income Tax & CIT (Appeals) A.Y. 2002-03, 08-09 & 09-10 1,00,60,188

Tax Act Interest ITAT, Alla habad A.Y. 2003-04 20,69,740

(x) The company does not have accumulated losses as at 31st March, 2012 and has not incurred cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the company has not defaulted in repayment of dues to any bank, during the year. There are no dues to any financial institution or debenture holder.

(xii) According to the information and 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.

(xiii) According to the information and explanation given to us, the provisions of any special statute as applicable to chit fund, nidhi, mutual benefit fund/societies 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 / trader in share, securities, debentures and other investments.

(xv) The company has given corporate guarantees aggregating to Rs. 2,954.23 Lacs for loans taken by its wholly owned subsidiaries from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) Based on the information and the explanations given to us and on the basis of overall review of the Financial Statements of the company, funds raised for short term purposes have, prima facie, not been used for long term requirement.

(xviii) The company has not made any preferential allotment of shares to any parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us the company has not issued any Debentures, during the year.

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

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

For KAPOOR TANDON & CO.,

Chartered Accountants

Firm Reg. No. 000952C

Place: KANPUR (RAJESH PARASRAMKA)

Date : 30th May, 2012 Partner

M.No. 074192


Mar 31, 2011

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

We conducted our audit in accordance with 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 dis- closures 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 pre- sentation. We believe that our audit provides a reasonable basis for our opinic i.

As required by Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Compa- nies Act, 1956 and on the basis of such checks as we considered ap- propriate and according to the information and explanations given to us during the course of our audit, we report as under:

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

(b) The fixed assets of the company are physically verified in a phased manner, over a period of three years so as to cover all the fixed assets. In our opinion, the frequency of physi- cal verification of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physi- cal inventory were noticed.

(c) The fixed assets disposed off during the year, in our opin- ion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not af- fected the going concern status of the company.

(ii) (a) The inventory of the Company has been physically verified by the management during the year except material lying with the third parties. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion and according to the information and expla- nations given to us, the procedures of physical verification of inventory followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business..

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verifi- cation between the physical stocks and the book records were not material in relation to the operation of the com- pany.

(iii) (a) The company has not granted any loans secured or unse- cured to the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 excepting interest free unsecured loan to Wholly Owned four Subsidiaries. Maximum amount involved and year end balance of such loan (including advance for share capital) was Rs. 47.65 Lacs.

(b) Other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the company.

(c) As regards repayment of above loans are concerned, no terms of repayment have been stipulated.

(d) The company has not taken any loans secured or unse- cured from the Companies, firms or other parties listed in the register maintained under Section 301 of the Compa- nies Act, 1956.

(iv) On the basis of evaluation of internal control procedures, it ap- pears that there are adequate internal control procedures com- mensurate with the size of Company and nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services.

Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control proce- dures.

(v) (a) In our opinion and according to the information and expla- nations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the Compa- nies Act, 1956 have been so entered.

(b) In our opinion, the transactions made in pursuance of con- tracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and ex- ceeding Rs. 5.00 Lacs during the year in respect of each party have been entered into at the prices which are rea- sonable having regard to prevailing market prices as far as we could ascertain on the basis of information and expla- nations given to us.

(vi) The Company has not accepted any deposits from the public during the year under audit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

(vii) In our opinion, the company has an adequate internal audit sys- tem commensurate with the size of the company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company relating to the manufacture of 'footwear' pursuant to the order made by the Central Government for the mainte- nance of cost records under Section 209 (1) (d) of the Compa- nies Act, 1956 and are of the opinion that prima facie the pre- scribed records have been maintained. We have not, however, made a detailed examination of the records with a view to deter- mine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the main- tenance of cost records for any other products of the company.

(ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty and other statutory dues with appropriate authority. Further, in absence of notification from the Government in respect of Cess as per the provisions of Section 441A of Companies Act, 1956, the same could not be quantified / deposited.

According to the information and explanations given to us, no undisputed dues in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) Dues of sales tax/ income tax/ custom tax / wealth tax / ex- cise duty / cess which have not been paid on account of any dispute are disclosed in Note No. B-2 (viii) of Schedule 18 Notes on Accounts.

(x) The company does not have accumulated losses as at 31 st March, 2011 and has not incurred cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank, during the year.

(xii) According to the information and 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 se- curities.

(xiii) The provisions of any special statute as applicable to chit fund, nidhi, mutual fund / societies are not applicable to the company.

(xiv) The company is not dealing / trading in securities.

(xv) The company has given guarantees aggregating to Rs. 780.16 Lacs for loans taken by its two wholly owned subsidiaries from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) Based on the information and the explanations given to us and on the basis of over all review of the Financial Statements of the company, funds raised for short term purposes have, prima fa- cie, not been used for long term requirement.

(xviii) According to the information and explanations given to us, dur- ing the year, the company has not issued any Debentures.

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

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

Subject to aforesaid, 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 purposes 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 these books and proper returns for the pur- poses of our audit have been received in respect of over- seas branch at Azman (U.A.E.) not visited by us;

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

d) In our opinion, the financial statements comply with the re- quirements of the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion and based on the information and explana- tions given to us, none of the directors is disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Com- panies Act, 1956;

f) In our opinion and to the best of our information and ac- cording to the explanations given to us during the course of our audit, the said financial statements read together with notes thereon give the information required by the Compa- nies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles gen- erally accepted in India:

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

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

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

For KAPOORTANDON & CO.,

Chartered Accountants

(Registration No. 000952C)

RAJESH PARASRAMKA

Place : Kanpur Partner

Date : 30.07.2011 M.No. 074192








Mar 31, 2010

We have audited the attached Balance Sheet of Superhouse Limited as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date an- nexed thereto. These financial statements are the responsibility of the Companys management. Our re- sponsibility 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, evi- dence supporting the amounts and disclosures in the financial statements. An audit also includes assess- ing the accounting principles used and significant estimates made by the management, as well as evalu- ating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropri- ate and according to the information and explanations given to us during the course of our audit, we report as under:

(i) (a) The company is maintaining proper records showing full particulars including quantitative de- tails and situation of fixed assets.

(b) The fixed assets of the company are physically verified in a phased manner, over a period of three years so as to cover all the fixed assets. In our opinion, the frequency of physical verifica- tion of fixed assets is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies between book records and the physical inventory were no- ticed.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

(ii) (a) The inventory of the Company has been physically verified by the management during the year except material lying with the third parties. In our opinion, the frequency of such verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has main- tained proper records of inventory and the discrepancies noticed on physical verification be- tween the physical stocks and the book records were not material in relation to the operation of the company.

(iii) (a) The company has not granted any loans secured or unsecured to the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 except- ing interest free unsecured loan to Wholly Owned four Subsidiaries. Maximum amount involved and year end balance of such loan (including advance for share capital) was Rs. 50.98 Lacs.

(b) Other terms and conditions of such loans are, prima facie, not prejudicial to the interest of the company.

(c) As regards repayment of above loans are concerned, no terms of repayment have been stipu- lated.

(d) The company has not taken any loans secured or unsecured from the Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(iv) On the basis of evaluation of internal control procedures, it appears that there are adequate internal control procedures commensurate with the size of Company and nature of its business for the pur- chase of inventory, fixed assets and for the sale of goods and services.

Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor we have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

(v) (a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956, and exceeding Rs. 5.00 Lacs during the year in respect of each party have been entered into at the prices which are reasonable having regard to prevailing market prices as far as we could ascertain on the basis of information and explanations given to us.

(vi) The Company has not accepted any deposits from the public during the year under audit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

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

(viii) We have broadly reviewed the books of account maintained by the company relating to the manufac- ture of footwear pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1)

(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records for any other products of the company.

(ix) (a) The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty and other statutory dues with appropriate authority. Further, in absence of notification from the Gov- ernment in respect of Cess as per the provisions of Section 441A of Companies Act, 1956, the same could not be quantified / deposited.

According to the information and explanations given to us, no undisputed dues in respect of Income Tax, Wealth Tax, Custom Duty, Excise Duty were outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) Dues of sales tax/ income tax/ custom tax / wealth tax / excise duty / cess which have not been paid on account of any dispute are disclosed in Note No. B-2 (viii) of Schedule 18 Notes on Accounts.

(x) The company does not have accumulated losses as at 31st March, 2010 and has not incurred cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) According to the information and explanation given to us, the company has not defaulted in repay- ment of dues to any financial institution or bank, during the year.

(xii) According to the information and 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.

(xiii) The provisions of any special statute as applicable to chit fund, nidhi, mutual fund / societies are not applicable to the company.

(xiv) The company is not dealing / trading in securities.

(xv) The company has given guarantees aggregating to Rs. 770.06 Lacs for loans taken by its two wholly owned subsidiaries from Banks. The terms and conditions thereof are, prima facie, not prejudicial to the interest of the company.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained. (xvii)Based on the information and the explanations given to us and on the basis of over all review of the Financial Statements of the company, funds raised for short term purposes have, prima facie, not been used for long term requirement.

(xviii) During the year 852,668 Equity Shares were alloted on conversion of warrants, excepting the afore- said the company has not made any preferential allotment of shares during the year to the parties and companies covered in register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, during the year, the company has not issued any Debentures.

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

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

Subject to aforesaid, 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 purposes 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 these books and proper returns for the purposes of our audit have been received in respect of overseas branch at Azman (U.A.E.) not visited by us;

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

d) In our opinion, the financial statements comply with the requirements of the Accounting Stan- dards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) In our opinion and based on the information and explanations given to us, none of the directors is disqualified as on 31st March, 2010 from being appointed as 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 during the course of our audit, the said financial statements read together 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 accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010. ii. In the case of Profit and Loss Account, of the Profit for the year ended on that date. iii. In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.





For KAPOOR TAN DON & CO.,

Chartered Accountants

(Registration No. 000952C)

RAJESH PARASRAMKA

Place : Kanpur Partner

Date : June 5, 2010 M.No. 074192

 
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