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Auditor Report of Tarini International Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of TARINI INTERNATIONAL LIMITED ("the Company"), which comprise the Balance sheet as at March 31,2015, the Statement of profit and loss, cash flow statement for the year then ended, and a summary of 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 and presentation 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 Rule7of 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.

Auditors' Responsibility

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

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

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

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

Basis for qualified opinion

(a) The company has made certain advances amounting to Rs. 100 Lakhs for which documents related to such advances given by the company were not available as the documents were impounded by the income tax authorities as mentioned in note no 26 of the financial statements. Further, confirmation from the parties as at end of the year was not found on records. In view of non-availability of related documents and other alternate audit evidence to corroborate the management's assessment of recoverability of these advances, we are unable to comment on the extent to which these balances are recoverable.

(b) We draw attention to the note 28 of the financial statements whereby the company has raised the money by way of Public Issue, during the year. Further, there has been variation in the utilisation of money, between the objects of public issue contained in the prospectus and actual utilisation, which was needed to be authorised from the members. In view of this, we are unable to comment upon the appropriateness of variation in utilisation of money.

(c) We draw attention to note 31 to Financial Statement regarding the investment amounting Rs.68, 00,000 in a subsidiary, which has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable to continue as a going concern.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of matter described in Basis for qualified opinion paragraph, the 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:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

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

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

Emphasis of Matters

1. We draw attention to the note 21 of the standalone financial statements, in respect of trade receivables and trade payables external confirmations of the balances were not obtained by the Company. Management does not expect any material adjustment in respect of these balances. Due to non availability of confirmation of balances, we are unable to quantify the impact, if any, arising from the confirmation of balances.

2. We draw attention to the note 26 of the standalone financial statements regarding the survey operations conducted u/s 133A of income tax Act, 1961 by the Income tax Authorities in the company's premises during the previous year of which outcome is awaited. However, the management is confident about no adverse impact due to such outcome.

3. The company has given the collateral guarantee for the loan taken by its associate company / directors & loans / advances granted amounting to Rs. 1917.65 Lakhs to group companies / associated companies in which directors are interested; the company is yet to comply within the provisions of section 186 of the Companies Act, 2013.

Our Opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

a. we have sought and except for the matters described in the Basis for qualified opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purpose of our audit.

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. except for the possible effect of the matters described in the Basis for qualified opinion paragraph, In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

f. in our opinion and to the best of our information and according to the explanation given to us, we report as under with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. Refer Note 28 to the financial statements;

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

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

ANNEXURE REFERRED IN INDEPENDENT AUDITORS REPORT OF EVEN DATE

The Annexure referred to paragraph (1) in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended March 31,2015, we report that:

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

b. A major portion of the fixed assets has been physically verified by the management during the year pursuant to a programme for physical verification of fixed assets, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii. As per the information and explanations provided to us, the company does not have any inventory; therefore, the provisions of clause 3 (ii) (a), (b) & (c) of the Companies (Auditors Report) Order, 2015 are not applicable to the company.

iii. According to the information and explanations provided to us, the Company has granted interest free loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. There was no stipulation of repayment.

iv. In our opinion and according to the information and explanations provided to us, there exists 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 and services. During the course of our audit, we have neither observed nor have been informed of any continuing failure to correct major weaknesses in internal control system of the Company.

v. According to the information and explanations given to us, the Company has not accepted any deposit as per the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under. No order against the Company 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.

vi. According to the information and explanations given to us, the Company does not covered under specified category for the maintenance of cost records under Sub Section (1) of Section 148 of the Companies Act, 2013 as prescribed by the Central Government, therefore, clause 3 (vi) of the Companies (Auditors Report) Order, 2015 is not applicable to the company.

vii. a. According to the records of the company and Information & explanation provided to us, the Company, during the year, is generally regular in depositing undisputed statutory dues including provident fund, income tax, service tax and other statutory dues, as applicable with the appropriate authorities.

b. According to the information and explanation given to us, there were no disputed amounts payable in respect of income tax, sales tax, service tax, duty of customs, value added tax or cess as at March 31,2015 except for the following:

S. No Name of the Statute Nature of Dues Amount (Rs.)

1 Income tax Act Income tax 12,26,350

2 Income tax Act Income tax 34,89,680

S. No Name of the Statute Period to which amount Forum where dispute relates is pending

1 Income tax Act A.Y. 2012-13 CIT - Appeals

2 Income tax Act A.Y. 2011-12 CIT - Appeals

c. According to the information and explanations provided to us, the company does not have the required amount, which need to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder, therefore clause 3(vii) (c) of the Companies (Auditors Report) Order, 2015 is not applicable to the company.

viii. The Company does not have accumulated losses at the end of financial year March 31,2015. The company has not incurred cash losses in this financial year and in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company has not issued any debentures.

x. According to the information and explanations given to us, the Company has given guarantee for loans taken by other group company / directors from bank or financial institutions. In our opinion, based on the information and explanations provided to us, the terms and conditions on which the company has given the guarantees by way of equitable mortgage of its immovable property for loans taken by other companies / directors from banks or financial institutions are prima facie not prejudicial to the interest of the company.

xi. According to the information and explanations given to us, term loans have been applied for the purpose for which the loans were obtained.

xii. Based upon the audit procedures performed information and explanations given to us, we report that to the best of our knowledge and belief and according to the information and explanations provided to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For V C G & CO. Chartered Accountants Firm Registration No.021837N

VISHAL CHANDRA GUPTA Partner Membership No. 093908

Place: New Delhi Date: May 30, 2015


Mar 31, 2014

We have audited the accompanying financial statements of TARINI INTERNATIONAL LIMITED ("the Company"), 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 the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management of the company 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") and in accordance with the accounting principles generally accepted in India. 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 the 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

(c) in the case of the Cash Flow Statement, the cash flows of the company 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 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 and Statement of Profit and Loss dealt with by this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the 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 sub-section (1) of section 274 of the Act.

Annexure to the Auditors'' Report

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

1 a) The Company is maintaining fixed assets records to show full particulars including quantitative details and situation of fixed assets.

b) According to the explanations and information given to us, the fixed assets are periodically verified by the management.

c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed off by the company during the year.

2 a) As per information and explanations provided to us, the company does not have any inventory, therefore, the provisions of clauses 4(ii) (a), (b) & (c) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

3 a) According to the information and explanations given to us, the company has granted interest free loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs. 110.07 Lacs was outstanding at the year end from 6 persons (Maximum amount during the year Rs. 513.51Lacs). In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan is recoverable.

b) According to the information and explanations given to us, the company has taken Interest free loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs. 384.24 Lacs was outstanding at the year end from 5 persons (Maximum amount during the year Rs. 116.70 Lacs). In our opinion, the terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan is repayable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, services and fixed assets and with regard to sale of goods / services. Further on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any instance or major weaknesses in the aforesaid internal control system.

5 a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding rupees five lakhs in respect of any party during the year. As explained by the management these transactions have been made at prevailing market prices at the relevant time.

6 According to the information and explanations given to us, the company has not accepted any deposit from the public. Consequently, the provisions of section 58A and 58AA of the Companies Act, 1956 the Companies (Acceptance of deposits) Rules, 1975 are not applicable.

7 In our opinion, the Company has adequate internal audit system during the year commensurate with its size and its business.

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 a) According to the records of the company and information and explanation given to us, the Company, during the year, has generally been regular in depositing the undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues of income tax as at March 31, 2014 outstanding for the period of more than six months from the date they became payable.

b) According to the information and explanations given to us, and based on the records of the company, there are no disputed amounts payable in respect of Income-tax, wealth tax, sales tax, service tax, customs duty and excise duty and cess matters that have not been deposited by the company except the below:

Name of Statute Nature of Amount Period Forum where disput dues is pending

Income-tax Act Income-tax Rs. 34.90 A.Y. Commissioner of lacs 2011-12 Income-tax (Appeals)

10 The Company does not have accumulated losses at the end of the financial year March 31, 2014. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2014 and in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the Company has defaulted in repayment of dues to any financial institution and banks during the year as per below details:

PRINCIPAL DUE DATE OF ACTUAL DATE OF DELAY IN DAYS AMOUNT (Rs.) PAYMENT PAYMENT

500,000 1-Apr-13 9-Apr-13 8

500,000 1-May-13 7-May-13 6

500,000 1-Jun-13 7-Jun-13 6

500,000 1-Jul-13 30-Jul-13 29

500,000 1-Aug-13 10-Sep-13 40

500,000 1-Sep-13 11-Oct-13 40

500,000 1-Oct-13 6-Nov-13 36

500,000 1-Nov-13 11-Dec-13 40

500,000 1-Dec-13 9-Jan-14 39

500,000 1-Jan-14 9-Jan-14 8

500,000 1-Feb-14 12-Mar-14 39

500,000 1-Mar-14 11-Apr-14 41

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Orders is not applicable.

13 In our opinion, as the company is not a chit fund/ nidhi / mutual benefit fund / societies, paragraph 4 (xiii) of the Orders is not applicable.

14 In our opinion, as the company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Orders is not applicable.

15 In our opinion the terms and conditions on which the company has given the guarantees by way of equitable mortgage of its certain immovable properties for loans taken by other companies / directors from banks or financial institutions are prima facie not prejudicial to the interest of the company.

16 According to the information and explanations given to us, the term loans have not been taken during the year.

17 According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that short term funds have not been used during the year to finance long term investments.

18 The company has not made any preferential allotment of shares during the year.

19 The Company has not issued any debentures during the year.

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

21 Based upon the audit procedures performed information and explanations given to us, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31, 2014.

For V C G & CO. Chartered Accountants (Firm Registration No. 021837N)

(Vishal Chandra Gupta) Place: New Delhi Partner Date: August 29, 2014 Membership No: 093908


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of TARINI INTERNATIONAL LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March ,2013 and the Statement of Profit and Loss for the year then ended, and a summary of the 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 the 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 the 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the 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 sub-section (1) of section 274 of the Act.

Annexure to the Auditors'' Report

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

1 a) The Company is maintaining fixed assets records to show full particulars including quantitative details and situation of fixed assets.

b) According to the explanations and information given to us, the fixed assets are periodically verified by the management.

c) In our opinion and according to the information and explanations given to us, no substantial part of fixed assets has been disposed off by the company during the year.

2 a) As per information and explanations provided to us, the company does not have any ipyentory, therefore, the provisions of clauses 4(ii) (a), (b) & (c) of the Companies (Auditor s Report) Order, 2003 are not applicable to the company.

3 a) According to the information and explanations given to us, the company has granted interest free loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs.79.06 Lacs was outstanding at the year end from 3 persons (Maximum amount during the year Rs. 87.23Lacs). In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

b) According to the information and explanations given to us, the company has taken Interest free loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs. 320.15 Lacs was outstanding at the year end from 6 persons (Maximum amount during the year Rs. 332 Lacs). In our opinion, the terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan is repayable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, services and fixed assets and with regard to sale of goods / services. Further on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any instance or major weaknesses in the aforesaid internal control system.

5 a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding rupees five lakhs in respect of any party during the year. As explained by the management these transactions have been made at prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public. Consequently, the provisions of section 58A and 58AA of the Companies Act, 1956 the Companies (Acceptance of deposits) Rules, 1975 are not applicable.

7 In our opinion, the Company has adequate internal audit system during the year commensurate with its size and its business.

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 a) According to the records of the company and information and explanation given to us, the Company, during the year, has generally been regular in depositing the undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues of income tax as at March 31, 2013 outstanding for the period of more than six months from the date they became payable.

b) As on March 31, 2013 according to the information and explanations given to us, and records of the company, there are no disputed amounts payable in respect of Income-tax, wealth tax, sales tax, service tax, customs duty and excise duty and cess matters that have not been deposited by the company.

10 The Company does not have accumulated losses at the end of the financial year March 31, 2013. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2013 and in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution and banks during the year.

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Orders is not applicable.

13 In our opinion, as the company is not a chit fund/ nidhi / mutual benefit fund / societies, paragraph 4 (xiii) of the Orders is not applicable.

14 In our opinion, as the company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Orders is not applicable.

15 In our opinion the terms and conditions on which the company has given the guarantees by way of equitable mortgage of its immovable property for loans taken by other companies / directors from banks or financial institutions are prima facie not prejudicial to the interest of the company.

16 According to the information and explanations given to us, the term loans taken have been applied for the purpose for which they were raised.

17 According to the information and explanations given to us and on the an overall examination of the balance sheet of the company, we report that short term funds have not been used during the year to finance long term investments.

18 The company has not made any preferential allotment of shares during the year.

19 The Company has not issued any debentures during the year.

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

21 Based upon the audit procedures performed information and explanations given to us, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31,2013.

For V C G & CO. Chartered Accountants (Firm Registration Not 021837N)

(Vishal Chandra Gupta) Partner Membership No: 093908

Place: New Delhi Date: September 03, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Tarini International Limited as at March 31, 2012 and also the profit and loss account 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. These standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement for the year ended March 31, 2012 on the matters. specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure to in paragraph 3 above, we state 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 these books;

c) the Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account;

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

e) On the basis of the written representations received from the directors of the company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of subsection (i) of section 274 of the Companies Act, 1956;

(f) Attention is drawn on Note 23 with regard to security of its immovable property provided to certain bank for the loan taken by other group company and its director, the approval from Central Government has yet to be obtained.

g) Subject to paragraph f) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2012;

ii) in the case of the profit and loss account, of the Profit of the company for the year ended March 31,2012.

(Annexure referred to in paragraph 3 of the Auditors'' report to the Members of Tarini International Limited on the financial statements for the year ended March 31,2012 )

1 a) The Company is maintaining fixed assets records to show full particulars including quantitative details and situation of fixed assets.

b) According to the explanations and information given to us, the fixed assets are periodically verified by the management.

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

2 As per information and explanations provided to us, the Company does not have any inventory and as such clauses (ii)(a) to (ii)(c) are not applicable

3 a) According to the information and explanations given to us, the company has granted interest free loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs.28.31 Lacs (maximum Rs. 127.86 lacs) was outstanding during the year from 4 persons. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan / interest is repayable.

b) According to the information and explanations given to us, the company has taken Interest free loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs. 136.63 lacs (maximum Rs. 719.46 lacs) was outstanding during the year from 8 persons. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan is repayable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, services and fixed assets and with regard to sale of goods / services. Further on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any instance or major weaknesses in the aforesaid internal control system.

5 a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding rupees five lakhs in respect of any party during the year. As explained by the management these transactions have been made at prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public. Consequently, the provisions-of section 58A and 58AA of the Companies Act, 1956 the Companies (Acceptance of deposits) Rules, 1975 are not applicable.

7 In our opinion, the Company have internal audit system during the year commensurate with its size and its business.

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 a) As explained to us, the statutory dues payable by the Company comprise of income-tax and Service tax. According to the records of the company and information and explanation given to us, the Company, during the year, has generally been regular in depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as at March 31, 2012 outstanding for the period of more than six months from the date they became payable.

b) As on March 31, 2012 according to the information and explanations given to us, and records of the company, there are no disputed amounts payable in respect of Income-tax, wealth tax, sales tax, service tax, customs duty and excise duty and cess matters that have not been deposited by the company.

10 The Company does not have accumulated losses at the end of the financial year March 31, 2012. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2012 and in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and banks during the year. The dues comprising principal amount of Rs. 10 lakhs became due and unpaid for 2 months as at March 31, 2012.

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Orders is not applicable.

13 In our opinion, as the company is not a chit fund/ nidhi / mutual benefit fund / societies, paragraph 4 (xiii) of the Orders is not applicable.

14 In our opinion, as the company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Orders is not applicable.

15 In our opinion the terms and conditions on which the company has given the guarantees by way of equitable mortgage of its immovable property for loans taken by other companies / directors from banks or financial institutions are prima facie not prejudicial to the interest of the company.

16 According to the information and explanations given to us, the term loans taken have been applied for the purpose for which they were raised.

17 According to the information and explanations given to us and on the an overall examination of the balance sheet of the company, we report that short term funds have not been used during the year to finance long term investments.

18 The company has made preferential allotment of shares during the year. The price at which shares have been issued is not prejudicial to the interest of the company.

19 The Company has not issued any debentures during the year.

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

21 Based upon the audit procedures performed information and explanations given to us, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31,2012.

For V C G & Co. Chartered Accountants FRN: 021837N



(Vishal Chandra Gupta) M. No. 93908 Partner

New Delhi, September 3, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Tarini International Private Limited as at March 31,2011 and also the profit and loss account 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. These standards require that we plan & perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement for the year ended March 31, 2011 on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure to in paragraph 3 above, we state 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 these books;

c) the Balance Sheet and the Profit and Loss account dealt with by this report are in agreement with the books of account;

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

e) On the basis of the written representations received from the directors of the company and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956;

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

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii) in the case of the profit and loss account, of the Profit of the company for the year ended on that date.

(Annexure referred to in paragraph 3 of the Auditors'' report to the Members of Tarini International Private Limited on the financial statements for the year ended March 31, 2011)

1 a) The Company is maintaining fixed assets records to show full particulars including quantitative details and situation of fixed assets.

b) According to the explanations and information given to us, the fixed assets are periodically verified by the management

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

2 As per information and explanations provided to us, the Company does not have any inventory and as such clauses (ii)(a) to (ii)(c) are not applicable

3 a) According to the information and explanations given to us, the company has granted interest free loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs.l17.93 Lacs was outstanding during the year from 2 persons. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan / interest is repayable.

b) According to the information and explanations given to us, the company has taken Interest free loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Act, 1956. The amount aggregating to Rs. 532.53 Lacs was outstanding during the year from 5 persons. In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. In respect of the aforesaid loan, there is no stipulation on the period within which such loan is repayable.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, services and fixed assets and with regard to sale of goods / services. Further on the basis of our examination and according to the information and explanation given to us, we have neither come across nor have been informed of any instance or major weaknesses in the aforesaid internal control system.

5 a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of Companies Act, 1956 and exceeding rupees five lakhs in respect of any party during the year. As explained by the management these transactions have been made at prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from the public. Consequently, the provisions of section 58 A and 58AA of the Companies Act, 1956 the Companies (Acceptance of deposits) Rules, 1975 are not applicable.

7 In our opinion, the Company have internal audit System during the year commensurate with its size and its buissness.

8 The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 a) As explained to us, the statutory dues payable by the Company comprise of income-tax and Service tax. According to the records of the company and information and explanation given to us, the Company, during the year, has generally been regular in depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are undisputed statutory dues of income tax amounting to Rs.11,580 as at March 31, 2011 outstanding for the period of more than six months from the date they became payable.

b) As on March 31, 2011 according to the information and explanations given to us, and records of the company, there are no undisputed amounts payable in respect of Income-tax, wealth tax, sales tax, service tax, customs duty and excise duty and cess matters that have not been deposited by the company.

10 The Company does not have accumulated losses at the end of the financial year March 31,2011. Further, the Company has not incurred any cash losses during the financial year ended March 31, 2011 and in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks during the year.

12 According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, paragraph 4 (xii) of the Orders is not applicable.

13 In our opinion, as the company is not a chit fund/ nidhi / mutual benefit fund / societies, paragraph 4 (xiii) of the Orders is not applicable.

14 In our opinion, as the company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4 (xiv) of the Orders is not applicable.

15 In our opinion the terms and conditions on, which the company has given the guarantees by way of equitable mortgage of its immovable property for loans taken by other companies / directors from banks or financial institutions are prima facie not prejudicial to the interest of the company.

16 According to the information and explanations given to us, the term loans taken have.been applied for the purpose for which they were raised.

17 According to the information and explanations given to us and on the an overall examination of the balance sheet of the company, we report that short term funds have not been used during the year to finance long term investments.

18 The company has not made any preferential allotment of shares during the year.

19 The Company has not issued any debentures during the year.

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

21 Based upon the audit procedures performed information and explanations given to us, we report that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended March 31,2011.

For V C G & Co. Chartered Accountants FRN: 02l837N

(vishal Gupta) M. No. 93908 Partner

New Delhi, September 1, 2011

 
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