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Auditor Report of Tricom Fruit Products Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the maters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash fowls of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance 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 these financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditng 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Boards of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the maters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

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

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

e) On the basis of written representation received from the directors, as on 31st March, 2015 and taken on record by the Board of Directors and the reports of the auditors of its subsidiary companies incorporated in India, we report that none of the director of the company is disqualified as on 31st March, 2015 from being appointed as director in terms of Section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 3.1 to the standalone financial statements;

ii. The Company has made provisions as required under the applicable law or accounting, standards for material foreseeable losses if any, on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the investor education and protection fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

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

1) In respect of the fixed assets of the Company:

(a) The Company has maintained proper records showing full Particures, including quantitative detail and situaton of fixed assets on the basis of available informaton.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular program of verifications which, in our opinion, provides for physical verification of the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifications 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 has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verifications of inventories as compared to the book records.

3) The Company has not granted any loans, secured or unsecured, to companies, forms or other parts covered in the Register maintained under Section 189 of the Act.

4) In our opinion and according to the information and explanation given to us, the Company has an adequate internal control system commensurate with its size and nature of its business for the purchases of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

5) In our opinion and according to the information and explanation given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 and other relevant provisions of Act and the rules framed there under, where applicable, have been complied with except non compliance of Section 73(2)(c), 73(3) and 74(1)(b) of the Act. As per the information provided to us, the Company has not received any order from the Company Law Board.

6) The provisions of clause 3(vi) of the Order are not to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2015.

7) According to the information and explanations given to us, in respect of statutory dues:

(a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cass and any other statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed statutory dues including Provident fund, Investor Education & Protection Fund, Employee State Insurance, Tax under Income-tax Act, 1961, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities except, Rs, 77.67 Lacs under Tax under Income-Tax Act, 1961, Provident Fund of Rs, 10.09 Lacs, Maharashtra Labor Welfare Fund of Rs,0.12 Lacs, Sales Tax of Rs, 6.33 Lacs and Professional Tax of Rs, 3.97 Lacs were outstanding, as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues of Sales Tax, Customs Duty, Wealth-Tax, Excise Duty, Cess which have not been deposited on account of any dispute except Income Tax dues as under. The Company has fled appeal against the disputed Income Tax.

Forum where Dispute is pending Assessment year Disputed Amount (Rs, In Lacs) Commissioner of Income Tax (Appeals) 2011-2012 480.33

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made there under within time.

8) The accumulated losses of the Company at end of the financial year exceed fifty percent of its net worth. The Company has incurred cash losses during the current financial year and immediate preceding financial year.

9) Based on our audit procedures and on the information's and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

10) Company has not given any guarantee for loans taken by others from or financial institutors.

11) According to the information and explanations given to us, the Company did not avail any term loan during the year.

12) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. FOR J. L. BHATT & CO FOR KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Firm Registration No. 101332W Firm Registration No. 121233W



YOGESH J BHATT KOSHAL MAHESHWARI

Partner Proprietor

Membership No. 030170 Membership No. 043746

Place : Mumbai

Date : 29th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Tricom Fruit Products Limited ("the Company") which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and Cash Flow of the Company in accordance 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 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.

Auditor''s Responsibility

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

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

Basis for Qualified Opinion

The Company has not made the provision for interest on deposit of Rs.12.15 Lacs as specified in Note no 3.4 . Due to non provision of the said amount, deficit in Statement of Profit and Loss under Reserve and Surplus has been shown less and non-current liabilities have been shown less to this extent. This affects the accounting principles of accrual and consistency as per AS-1 issued by the Institute of Chartered Accountants of India.

Qualified Opinion

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

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 Statement Profit and Loss of the Loss of the Company for the year ended on that date; and ii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirements

1. As required by ''the Companies (Auditors Report) Order, 2003'', issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books except the matters as specified under basis for qualified opinion.

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under 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.

e) On the basis of written representation received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the director of the Company is disqualified as on 31st March, 2014 from being appointed as director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 1 under "Report on Other Legal & Regulatory Requirements" in the Independent Auditors''

Report of even date to the members of Tricom Fruit Products Limited on the financial statements of for the year ended 31st March, 2014

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

(b) As explained to us, the physical verification of a major portion of fixed asset as on 31st March, 2014 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company. No material discrepancies were noticed on such verification.

c) Based on our scrutiny of records of the Company and the information and explanations received by us, we report that the Company has not disposed off any major part of the fixed assets, so as to affect its going concern.

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

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

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3) In respect of unsecured loans granted to/taken from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 and according to the information and explanation given to us:

(A) (a) During the year, the Company has not granted any loans, secured or unsecured loans to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(b) The Company is maintaining current account with one other party and the year end balance as per the books of accounts is ''NIL.

(c) The rate of interest, where applicable, and other terms and conditions are not prima facie prejudicial to the interest of the Company having regards to the business relationship with the companies to whom loans have been granted.

(d) There are no overdue interest (wherever applicable) on the above loans granted.

B) (a) The Company has taken interest free unsecured loans from two parties listed in the register maintained

under Section 301 of the Companies Act, 1956 aggregating to Rs.414.32 Lacs received during the year of which Rs.116.64 is outstanding at the year end. The maximum amount outstanding at any time during the year was Rs.414.32 Lacs.

(b) The Company has taken unsecured loan from Director of the Company amounting to Rs.225.00 Lacs (Including Rs.10.00 Lacs received during the year). At the year end the outstanding in this account is Rs.225.00 Lacs. The maximum amount outstanding during the year from the Director is Rs.225.00 Lacs.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest of the Company.

(d) The Company is generally regular in paying principal amount and interest wherever applicable.

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 for the purchase of inventory, fixed assets and also for the sale of goods.

During the course of our audit, we have not observed any major weaknesses in internal controls.

5) (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 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 registers maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted by it except non compliance of Rules 3(2)(i), (ii) and 3A of the Companies (Acceptance of Deposits) Rules 1975. As per the information provided to us, the Company has not received any order from the Company Law Board or National Company Law Tribunal or Reserve Bank of India or from any other tribunal and court in this regard.

7) In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8) We have been informed by the management, the Company is not required to maintain cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9) (a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some dela with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the records of the Company and as per information given to us, there were no undisputed amount payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Cess and other Statutory dues outstanding as on 31st March, 2014 for a period of more than 6 months from the date they become payable except MLWF ''0.11 Lacs, Profession Tax ''3.99 Lacs, Provident Fund ''9.91 Lacs, Sales Tax ''7.16 Lacs & TDS ''96.59 Lacs.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, and cess which have not been deposited on account of any dispute.

10) The accumulated losses of the Company at end of the financial year exceed fifty percent of its net worth. The Company has incurred cash losses during the current financial year and immediate preceding financial year.

11) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

12) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

14) As per the records of the Company and information and explanations given to us by the management, Company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the records of the Company and information and explanations provided by the management, the Company has not given any corporate guarantee.

16) The term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us, and on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short-term basis have been prima-facie used for long-term investment.

18) During the year, Company had not made any preferential allotment to the parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

19) The Company did not have any outstanding debenture during the year.

20) The Company has not raised any money by way of public issue during the period covered by our Audit Report.

21) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.

FOR J.L. BHATT & CO FOR KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS Firm Registration No. 101332W Firm Registration No. 121233W

YOGESH J BHATT KOSHAL MAHESHWARI Partner Proprietor Membership No. 030170 Membership No. 043746

Place : Mumbai Date : 29th May, 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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 Statement Profit and Loss of the Loss of the Company for the year ended on that date; and

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

Report on Other Legal & Regulatory Requirements

1. As required by ''the Companies (Auditors Report) Order, 2003'', issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statements on the matters specified in the paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

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

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

d) In our opinion, the Statement of Profit and Loss and the Balance Sheet dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C) of the Act.

e) On the basis of written representation received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the director of the Company is disqualified as on March 31, 2013 from being appointed as director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 1 under "Report on Other Legal & Regulatory Requirements" in the Independent Auditors'' Report of even date to the members of Tricom Fruit Products Limited on the financial statements of for the year ended March 31, 2013

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

(b) As explained to us, the physical verification of a major portion of fixed asset as on March 31, 2013 was conducted by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company. No material discrepancies were noticed on such verification.

(c) Based on our scrutiny of records of the Company and the information and explanations received by us, we report that the Company has not disposed off any major part of the fixed assets, so as to affect its going concern.

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

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

(c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3) In respect of unsecured loans granted to/taken from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 and according to the information and explanation given to us :

(A) (a) During the year, the Company has not granted any loans, secured or unsecured loans to Companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(b) The Company is maintaining current account with one other party and the year end balance as per the books of accounts is -NIL

(c) The rate of interest, where applicable, and other terms and conditions are not prima facie prejudicial to the interest of the Company having regards to the business relationship with the companies to whom loans have been granted.

(d) There are no overdue interest (wherever applicable) on the above loans granted.

(B) (a) The Company has not taken unsecured any loans, secured or unsecured, from Companies listed in the Register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loan from Director of the Company amounting to Rs. 224.90 Lacs (Including Rs. 9.30 Lacs received during the year). At the year end the outstanding in this account is Rs. 224.90 Lacs. The maximum amount outstanding during the year from the Director is Rs. 715.70 Lacs.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken are prima facie not prejudicial to the interest of the Company.

(d) The Company is generally regular in paying principal amount and interest wherever applicable.

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 for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5) (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 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 registers maintained under section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regards to the deposits accepted from the public.

7) In our opinion, the internal audit system of the Company is commensurate with its size and nature of its business.

8) We have been informed by the management, the Company is not required to maintain cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9) (a) In respect of Statutory dues, according to the records of the Company, the Company is generally depositing with some delay with appropriate authorities undisputed statutory dues including, Investor Education Protection Fund, Custom Duty, Excise-Duty, Cess and any other statutory dues with the appropriate authorities.

(b) According to the records of the Company and as per information given to us, there were no undisputed amount payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Cess and other Statutory dues outstanding as on 31st March, 2013 for a period of more than 6 months from the date they become payable except MLWF Rs. 0.07 Lacs, Profession TaxRs.3.10 Lacs, Provident FundRs.6.99 Lacs, Sales TaxRs.0.37 Lacs & TDS Rs.100.19 Lacs.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, and cess which have not been deposited on account of any dispute.

10) The accumulated losses of the Company at end of the financial year exceed fifty percent of its net worth. The Company has incurred cash losses during the current financial year and immediate preceding financial year.

11) Based on our audit procedures and on the informations and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks except as stated in note no. 2.3(b).

12) Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

14) As per the records of the Company and information and explanations given to us by the management, Company is not dealing or trading in shares, securities, and debentures and other investments.

15) According to the records of the Company and information and explanations provided by the management, the Company has not given any corporate guarantee.

16) The term loans have been applied for the purpose for which they were raised.

17) According to the information and explanations given to us, and on an overall examinations of the Balance Sheet of the Company we report that no funds raised on short-term basis have been prima-facie used for long-term investment. No long term funds have been used to finance short term assets.

18) During the year, Company had made preferential allotment of 9,00,000/- Equity shares of Rs. 36/- each fully paid up amounting to Rs. 324/- Lacs including premium of Rs. 234/- Lacs and 6,00,000/-Share warrants of Rs. 36/- each, Rs. 9/- paid up amounting to Rs. 54/- Lacs to two parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not raised any money by way of public issue during the period covered by our Audit Report. However, during the year Company has made preferential allotment of 60,84,000/- Equity Shares of Rs. 36/- each fully paid up amounting to Rs. 2190.24 Lacs including premium of Rs. 1581.84 Lacs and 39,01,000/- Share Warrants of Rs. 36/- each, Rs. 9/- paid up amounting to Rs. 351.09 Lacs.

20) During the course of our examination of books and records of the Company, carried out in accordance with auditing standard generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year, nor have we been informed of such cases by the management.



FOR J.L BHATT & CO FOR KOSHAL & ASSOCIATES

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Firm Registration No. 101332W Firm Registration No.- 121233W



YOGESH J BHATT KOSHAL MAHESHWARI

Partner Proprietor

Membership No. 030170 Membership No. 043746

Place : Mumbai

Date : 30th May, 2013


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S. RIDS SECURITIES LIMITED as at 31st March 2010, and the profit and loss account and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosure 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 (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub-section (4A) of the section 227 of the Companies Act, 1956 and on the basis of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

I. 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;

II. 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;

III. The Balance Sheet, Profit and Loss Accounts and cash flow statement dealt with by this report are in agreement with the books of account of the Company.

IV. In our opinion, the Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

V. On the basis of representation received form the directors, as on 31st March, 2010 and taken on record by the Board of Director, We report that none of the directors is disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the companies Act, 1956.

VI. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes given in Schedule "T" give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India.

A. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

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

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. a. As explained to us, inventories have been physically verified by the management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. a. The Company has not granted any loans , secured or unsecured , to companies , firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956 . As the Company has not granted any loans .secured or unsecured , from parties listed in the Register maintained under section 301 of the Companies Act,1956, paragraphs (iii)(b),(c) and (d) of the Order, are not applicable.

b. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956 . As the Company has not taken any loans .secured or unsecured , from parties listed in the Register maintained under section 301 of the Companies Act, 1956, paragraphs (iii)(f) and (g) of the Order, are not applicable.

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 for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. a. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the Register maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, as there are no contracts or arrangements that need to be entered into the Register maintained under section 301 of the Companies Act, 1956, paragraph (v)(b) of the Order is not applicable.

6. In our opinion and according to the information and explanation given to us, the company has complied with the provisions of sections 58 A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules ,1975 with regards to the deposits accepted from the public. No order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

8. We have been informed by the management, the Company is not required to maintain cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9. a. According to the records of the Company and as per information given to us, there were no undisputed amount payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Excise Duty, Custom Duty, Service Tax, Cess and other Statutory dues outstanding for a period of more than 6 months from the date they become payable.

b. According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, and cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank during the year. As the company has not issued any debenture during the year hence question of repayment of dues to debenture holder does not arise.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14. As per the records of the Company and the information and explanation given to us by the Management the Company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the records of the Company and information and explanations provided by the management, the Company has not given any corporate guarantee.

16. According to the information and explanations given to us, on an overall examination of the Balance Sheet of the Company, we report that funds raised on short-term basis have not prime facie been used for long- term investment by the Company.

17. During the year, the Company had not issued bonus or preferential allotment of shares to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. According to the records of the Company, the Company has not issued any debenture during the year under our audit.

19. The Company has not raised any money by way of public issue during the period covered by our Audit Report.

20. In our opinion and according to the information and explanations given to us, no fraud on the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

FOR MAHESHWARI KANTHALIA RANA & Co.

CHARTERED ACCOUNTANTS

(Registration No.127513W)



PLACE: MUMBAI KOSHAL MAHESHWARI

DATE 30th JUNE.2010 (M.N. 043746)





 
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