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Auditor Report of Suvidha Infraestate Corporation Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SUVIDHA INFRAESTATE CORPORATION LIMITED which comprise the Balance Sheet as at 31st March, 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 13th September 2013 of the Ministry of corporate affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 judgments, including the assessment of 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 company''s preparation and fair presentation of 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 company''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 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 31st March, 2014;

(ii) In the case of the Statements of Profit and Loss, of the Profit 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"), as amended, 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 beliefs 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 examinations of those books;

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

d. in our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements comply with the Accounting Standards notified under the Companies Act, 1956("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act,2013 and

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

ANNEXURE TO THE AUDITORS'' REPORT

TO

THE MEMBERS OF

SUVIDHA INFRAESTATE CORPORATION LIMITED

Referred to in paragraph (3) of our Report of even date

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

(b) All the assets have been physically verified by the management during the year. No discrepancies were found on physical verifications.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free business advances. The maximum amount involved during the year was Rs. 18,12,010/-. The closing balance of the same was Rs. Nil/-.

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free business advance. The maximum amount involved during the year was Rs. 8,69,460/-. The closing balance of the same is Rs. Nil/-.

The Company has not granted any business advance to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) As the business advances granted by the company are interest free and payable on demand, the question of timely repayment of interest and business advances does not arise.

(d) There are no over due amounts of business advances granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from any company covered in the register maintained under section 301 of the Act.

The company has taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs. 5,61,982/-. The year end balance of the loan taken from the firm was Rs. NIL/-.

The company had taken interest free unsecured loans from fourteen other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2,81,96,018/- and the year end balance of loan taken from such other parties were Rs. 2,12,13,036/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained under section 301.

(b) Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. The interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

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

(viii) We are broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) In our opinion and according to the information and explanations given to us, the company has been regular in deposing undisputed dues with the appropriate authorities in respect of professional tax. In respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explanations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of the statute Period of Amount No. dispute (P.Y.) (Rs. in lacs)

A. Gujarat sales tax 1995-96 6,26,342/-

B. Central sales tax 1995-96 30,64,835/-

C. Gujarat sales tax 1996-97 20,85,375/-

D. Gujarat sales tax 1997-98 17,68,097/-

E. Central sales tax 1997-98 6,46,845/-

F. Income Tax 1998-99 63,970/- After Adj refund of A.Y. 1999-2000

Sr. Name of the statute Forum where dispute is pending No.

A. Gujarat sales tax The Company had filed petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order.

B. Central sales tax ---------do---------

C. Gujarat sales tax The Company had filed an appeal in Gujarat High Court. The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits. The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

D. Gujarat sales tax ---------do---------

E. Central sales tax ---------do---------

F. Income Tax Commissioner (Appeal)

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has not incurred cash losses during the current financial year covered by our audit. The company has not incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions. The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) The term loan was applied for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR J.M. PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGISTRATION NO.:- 118007W

RAMESH PATHAK Place : Ahmedabad. PARTNER Date : 29/05/2014 MEMBERSHIP NO:-033029


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SUVIDHA INFRAESTATE CORPORATION LIMITED which comprise the Balance Sheet as at 31st March, 2013, 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"). 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 judgments, including the assessment of 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 company''s preparation and fair presentation of financial statements in order to design audit procedures that are appropriate in the circumstances. An Audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(ii) In the case of the Statements of Profit and Loss, of the Profit 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"), as amended, 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 beliefs 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 examinations of those books;

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

d. in our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statements comply with the accounting standards referred to in sub section (3C) o f section 211 of the Companies Act, 1956; and

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

TO

THE MEMBERS OF

SUVIDHA INFRAESTATE CORPORATION LIMITED

Referred to in paragraph (3) of our Report of even date

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

(b) All the assets have been physically verified by the management during the year. No discrepancies were found on physical verifications.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) There are three Companies covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 30, 92,010/-. The closing balance of the same was Rs. 18, 12,010/-.

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8, 69,460/-. The closing balance of the same is Rs. 8, 69,460/-.

The Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) The company has granted unsecured business advances, to companies covered in the register maintained under section 301 of the Companies Act, 1956. As the said advances are in the nature of business advances, the question regarding the rate of interest and other terms and conditions being prima facie prejudicial to the interest of the company does not arise.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company has not taken any loans, secured or unsecured from any company covered in the register maintained under section 301 of the Act.

The company has taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5, 61,982/-. The year end balance of the loan taken from the firm was Rs 5, 61,982/-.

The company had taken interest free unsecured loans from fourteen other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1, 98, 13,097/- and the year end balance of loan taken from such other parties were Rs. 1, 93, 92,147/-.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained under section 301.

(b) Since the transactions were in the nature of loan given and taken the question of entering the transaction at the prevailing market price does not arise. However the interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A & 58AA of the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

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

(viii) We are broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) In our opinion and according to the information and explanations given to us, the company has not been regular in deposing undisputed dues with the appropriate authorities in respect of professional tax. In respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly deposited with the appropriate authorities except Tax deducted at source where there has been slight delay in few cases.

(b) According to the information and explainations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable except Professional Tax amounting to Rs. 1620/-. The said amount has been paid on the date of our audit report.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of Period of Amount Forum where dispute No. the statute dispute (Rs. in is pending (P.Y..) lacs)

A Gujarat 1995-96 6,26,342/- The Company had sales tax filed petition with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b. Central 1995-96 30,64,835/- ------------do----------- sales tax

c. Gujarat 1996-97 20,85,375/- The Company had sales tax filed an appeal in Gujarat High Court.The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 17,68,097/- ------------do----------- sales tax

e. Central 1997-98 6,46,845/- ------------do----------- sales tax

f. Income 1998-99 63,970/- Commissioner Tax After Adj (Appeal) refund of AY. 1999- 2000

(x) In our opinion, the accumulated losses of the company are more than 50 percent of its net worth. The Company has not incurred cash losses during the current financial year covered by our audit. The company has incurred cash losses in the immediately preceding financial year.

(xi) In our opinion and according to information and explainations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions.The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions. Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

(xvi) The term loan was applied for the purpose for which the loan was obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



FOR J.M. PARIKH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REGISTERATION NO.:- 118007W





Place : Ahmedabad. RAMESH PATHAK Date : 29/05/2013 PARTNER MEMBERSHIP NO:-033029


Mar 31, 2012

1. We have audited the attached Balance Sheet of SUVIDHA INFRAESTATE CORPORATION LIMITED at 31st March, 2012, the Statement of Profit and loss and Cash Flow Statement of the Company for the year ended on that date. These financial statements are the responsibility of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

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

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

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

c. The Balance Sheet, Statement of Profit and loss and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and loss and the Cash Flow Statement comply with the accounting standards referred in to Sub Section (3C) of Section211 of the Companies Act, 1956

e. On the basis of written representations received from the directors of the company and taken on record by the board of directors, we report that no director is disqualified as at March 31, 2012 from being appointed as director of the company under 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 Balance Sheet, Statement of Profit & Loss and Cash Flow Statement read together with the notes thereon give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India :

i. in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2012

ii. in so far as it relates to the Statement of Profit and loss, of the loss for the year ended on that date and

iii. in the case of Cash Flow Statement, of the cash flowfor the year ended on that date.

Referred to in paragraph (3) of our Report of even date

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As the company is not maintaining the records showing full particulars of Fixed Assets we cannot comment on the identification of discrepancies on physical verification and its materiality.

(c) During the year no Fixed assets were sold and therefore do not affect the going concern status of the company.

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

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is not maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) There is one Company covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8.48 lacs. The closing balance of the same was Rs. 8.48 lacs .

There is one Firm covered in the register maintained under section 301 of the Companies Act, 1956 to which the Company has granted unsecured, interest free loan. The maximum amount involved during the year was Rs. 8.69 lacs. The closing balance of the same is Rs. 8.69 lacs The Company has not granted any loan to any other party covered in the registered maintained u/s 301 of the Companies Act, 1956

(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to a companies & firms listed in the register maintained under section 301 of the Companies Act, 1956 are, prima-facie, prejudicial to the interest of the Company, as they are interest free and unsecured.

(c) As the loans granted by the company are interest free and payable on demand, the question of timely repayment of interest and loan does not arise.

(d) There are no over due amounts of loans granted to the companies, firms & other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The company had taken interest free unsecured loan from one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 10.75 lacs. The year end balance of loan taken from the company was Rs NIL/-.

The company had taken interest free unsecured loan from one firm covered in the register maintained under section 301 of the Companies Act 1956. The maximum amount involved during the year was Rs 5.62 lacs. The company had not repaid the loan during the year and the year end balance of the loan taken from the firm was Rs 5.62 lacs.

The company had taken interest free unsecured loans from eleven other parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 187.22 lacs and the year end balance of loan taken from such other parties were Rs. 187.22 lacs.

(f) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from Companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima-facie, prejudicial to the interest of the Company as the said loans are interest free.

(g) There is no overdue amount in case of loans taken by the company as the loans are repayable on demand and interest free.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system. However, during the year there were no instances of purchase of inventory and sale of goods & services.

(v) (a) The company has entered into transactions that are required to be entered in the register maintained undersection 301.

(b) Since the transactions were in the nature ofloan given and taken the question of entering the transaction at the prevailing market price does not arise. However the interest has not been charged for loan taken as well as given.

(vi) The company has complied with provisions of section 58A& 58AAof the Companies Act, 1956 with regard to acceptance of deposit from the public except that it has accepted deposits in excess of statutory limits specified, it has not filed the return of deposit and statement in lieu of advertisement with the registrar of companies and has not maintained the necessary liquid assets.

According to the information & explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

(vii) In our opinion, the Company does not have an internal audit system, commensurate with the size and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has prescribed the maintenance of cost records under clause (d) of subsection (1) of section 209 of the Companies Act, 1956 in respect of services carried out by the Company. However, the operations of the company are closed since last several years and hence the company has not maintained any cost records.

(ix) (a) According to the records of the company, undisputed statutory dues including Provident

Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax,

Custom Duty, Excise Duty, Cess and other statutory dues are generally regularly

deposited with the appropriate authorities except Tax deducted at source where there has

been slight delay in few cases.

(b) According to the information and explainations given to us no other undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable except Sales Tax.

(c) According to the information and explanations given to us, there are no dues of Provident Fund, Income Tax, Sales Tax , Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess which have not been deposited on account of any dispute. The company is in appeal for the disputed dues of Income Tax, Sales Tax. The details of which are as follows.

Sr. Name of the Period of dispute Amount Forum where dispute No. statute (P.Y.) (Rs. in lacs) is pending

A Gujarat 1995-96 0.75 The Company had filed petition sales tax with Sales Tax Tribunal. The tribunal directed the Assistant Sales Tax Commissioner (Appeals) to examine the case of the company in view of observation made by the tribunal. The Ass. Commissioner of sales Tax (Appeals) is yet to pass any order

b Central 1995-96 30.65 --do-- Sales Tax

c. Gujarat 1996-97 22.35 The Company had filed an sales tax appeal in Gujarat High Court.The High Court quashed and set aside the order passed by the Tribunal and restored the matters to Tribunal to decide the same on the merits.The appeal is now being heard in Gujarat Value Added Tax Tribunal at Ahmedabad.

d. Gujarat 1997-98 17.68 --do-- sales tax

e. Central 1997-98 6.47 --do-- sales tax

f. Income Tax 1998-99 0.64 After Commissioner (Appeal) Adj refund of A.Y. 1999-2000

(x) In our opinion, the accumulated losses of the company are more than 50 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) In our opinion and according to information and explainations, the company has not defaulted in repayment of dues to bank. The company has not borrowed any money from financial institutions.The company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security, by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditor's Report) Order, 2003 is not applicable.

(xiii) In our opinion, the Company is not a Chit Fund or a Nidhi / Mutual Benefit Fund / Society. Accordingly, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in Shares, Securities, Debentures and other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanation given to us the Company has not given any guarantees for loans taken by others from Banks or Financial institutions.

Accordingly the provisions of clause 4(xv) of the Companies (Auditor Report) Order, 2003 are not applicable.

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xvi) The term loan was applied for the purpose for which these loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that the company has raised funds on short term basis which have been used for long term investments. The promoters have raised unsecured loans. While the said loans are repayable on demand and therefore short term in nature, the promoters have indicated that the said loans shall be kept for a longer period in the company.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the question of price of the share being prejudicial to the interest of the company does not arise. Accordingly, clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xix) According to the information and explanations given to us, during the period covered by our audit report the company had not issued any debentures. Hence, the question of creating proper security does not arise. Accordingly, clause 4(xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Hence, the question of proper end use of the money does not arise. Accordingly, clause 4(xx) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR J.M. PARIKH & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGISTERATION NO.:-118007W

Place : Ahmedabad RAMESH PATHAK

Date: 10/08/2012 PARTNER

MEMBERSHIPNO:-033029.

 
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