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Auditor Report of Trident Tools Ltd.

Mar 31, 2016

To, The Members of Trident Tools Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Trident Tools Limited, which comprise the Balance Sheet as at March 31, 2016, 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 Financial Statements

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

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 there under.

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

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

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

Basis for Qualified Opinion

We invite your attention to Note no. 14, Note No. 21 & Note No. 22 of the Financial Statements regarding Inventory valuation which is stated to be valued at lower of cost or net realizable value. However net realizable value for the valuation of inventory has not been provided by the Management for our verification. Considering the steep fall in steel prices globally, the raw material and finished goods may not be of the same value. Further no provision has been made for the non-moving items of Finished Goods and Raw Material. We are unable to express our opinion on the values at which Inventory is stated and accordingly the effect of this item on the financial statements for the year could not be determined.

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 above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("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" a statement on the matters specified in paragraphs 3 and 4 of the said Order.

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

a) We have sought & 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 effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, 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 written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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

(i) The Company has disclosed the details of its pending litigations which would impact its financial position in its financial statements - Refer Note 31.

(ii) The Company does not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

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

"Annexure A" to the Independent Auditor''s Report - 31.03.2016

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during

the course of our audit, we report that:

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

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

(c) The title deeds of immovable properties are held in the name of the Company.

2. The inventory has been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act. Consequently, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not applicable to the Company.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

7. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has delayed in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, duty of customs, duty of excise, value added tax, cess to the extent applicable and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were outstanding as at March 31, 2016 for a period of more than six months from the date they became payable except for the following:

Name of the Statute

Nature of the Dues

Amount

(Rs.)

Period to which the amount relates

Due Date

Date of Payment

Income Tax Act, 1961

Tax collected at Source

634

Jul-15

07-Aug-2015

Not Paid

Tax collected at Source

305

Sep-15

07-Oct-2015

Not Paid

Tax collected at Source

388

Oct-15

07-Nov-2015

Not Paid

Income Tax

57,89,871

FY 2013-14

Various

Not Paid

Income iax 5/,89,8/1 ty 2013-14 Various Not raid

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

Name of the Statute

Nature of Dues

Amount

(Rs.)

Period to which amount relates

Forum where dispute is pending

Maharashtra Value Added Tax Act, 2002

Value Added Tax

1,51,21,111

FY 2010-11

Dy. Commissioner (Appeals)

The Central Sales Tax Act, 1956

Central Sales Tax

2,37,04,411

FY 2010-11

Dy. Commissioner (Appeals)

8. In our opinion and according to the information and explanations given to us, the Company has availed various loan facilities from Bank & has entered into reschedulement / restructuring. However the Company has defaulted in the repayment of interest to bank which have been rescheduled into Funded Interest Term Loan. The repayment of Funded Interest Term Loan has been generally regular. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9. The Company has not raised any moneys by way of initial public offer or further public offer. Based on our audit procedures and the information & explanations given by the management, we report that the Company has applied the moneys raised from term loans for the purpose for which they were raised.

10. Based upon the audit procedures performed and the information and explanations given by the Management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. The Company has paid and or provided the managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13. Based on the audit procedures performed and the information and explanations given to us all transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the Company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

"Annexure B" to the Independent Auditor''s Report - 31.03.2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Trident Tools Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

Except for the effects of the matter described in the Basis for Qualified Opinion paragraph in our report of even date, In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Girish Patel & Co.

Chartered Accountants

Firm''s Registration No. - 103221W

Girish Patel

Proprietor

Membership No.: 016743

Mumbai,

May 30th, 2016


Mar 31, 2015

We have audited the accompanying financial statements of M/S TRIDENT TOOLS LTD, which comprise the Balance Sheet as at March 31, 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.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. Opinion

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

5. Report on Other Legal and Regulatory Requirements

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 section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

(d) In our opinion, the 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 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

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

i. The Company does not have any pending litigation that would impact its financial position.

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

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

Annexure referred to in paragraph 5(1) of our report of even date to the members of M/s Trident Tools Limited on the accounts of the company for the year ended 31stMarch 2015.

1. a) The company has maintained requisite records showing required particulars including quantitative details and situation of its fixed assets.

b) According to the information and explanation given to us by the management of the company, the management during the year has physically verified most of the fixed assets of the company and the intervals of such verification had also been reasonable.

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

b) In our opinion, the procedures of the verification of inventories by the management are reasonable and adequate in relation to the size of the company and natures of its business.

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

3. The company has not granted any loans secured or unsecured to companies, firm or other parties covered in the registers maintained under section 189 of the Companies Act, 2013.

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 regards to purchase of goods and with regards to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal controls procedure.

5. In our opinion, and according to the information and explanations given to us, the company has generally complied with the provisions of section 73 to 76 of the Companies Act, 2013.

6. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

7. a) According to the books and records as produced and examined by us in accordance with Generally Accepted

Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, employee state insurance, wealth tax, service tax, sales tax, value added tax, duty of customs, excise duty, cess and other material statutory dues have generally been regularly deposited by the company with the appropriate authorities in India; except Income tax amounting to Rs.57,89,871/- pertaining to the previous year 2013-14 is still payable.

b) According to information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee state insurance, wealth tax, service tax, sales tax, value added tax, duty of customs, excise duty, cess and other material statutory dues were outstanding as on 31st March, 2015 for a period more than six months from the date the same became payable except Income tax amounting to Rs.57, 89,871/- pertaining to the previous year 2013-14 is still payable.

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 2013 and rules there under has been transferred to such fund within time.

8. The Company has accumulated losses exceeding 50% of Net worth at the end of the financial year & has incurred Cash Loss during the financial year. However the Company has not incurred any loss in the immediately preceding financial year.

9. As observed by us and as per the information and explanations given by the management, The Company has paid its term loan installment up to 31/12/2014 and from 01/01/2015 onwards the company has applied for Debt Restricting proposal, the same is pending for approval.

10. As per the information and explanations given to us, the company has not given any guarantee for loans taken by others from any bank or financial institutions during the year.

11. In our opinion, and according to the information and explanation given to us, the company has not raised any term loans during the year.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor we have been informed by the management of any such instance being noticed or reported during the year.

For GIRISH PATEL & CO. (CHARTERED ACCOUNTANTS)

PROPRIETOR Place: Mumbai. REGISTRATION NO.-103221W Date : 28/05/2015 M.NO.16743


Mar 31, 2014

We have audited the accompanying financial statements of "M/s TRIDENT TOOLS LTD", 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 Company''s 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, 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, of 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, 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, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

e) On the basis of 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

(Statement referred to in paragraph 3 of our Report of even date on accounts of M/S TRIDENT TOOLS LTD for the year ended 31st March, 2014

1. Fixed Assets

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

(b) The Company has a regular program of physical verification of its fixed Assets. In our opinion periodicity of physical verification is reasonable having regard to the size of the company and nature of Fixed Assets. No material discrepancies were noticed on such verifications.

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

2. Inventories

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

(b) In our opinion, the procedures of the verification of inventories by the management are reasonable and adequate in relation to the size of the company and natures of its business.

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

3. The company has taken/ given interest free loans repayable on demand from/ to companies/ firms covered in the register maintained under section 301 of the Companies Act, 1956. The details whereof is as under:

LOANS TAKEN LOANS GIVEN

No. of Parties 4 0

Maximum Amount Rs. 9,39,02,123 Rs. - Yearend Balance Rs. 8,21,08,188 Rs. -

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 regards to purchase of goods and with regards to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal controls procedure.

5. In our opinion and according to the information and explanation given to us the company has not entered into transactions for purchase of goods, materials or services and sale of goods, materials or services aggregating to Rs. 5,00,000/- or more from parties covered under section 301 of the companies Act, 1956.

6. In our opinion, and according to the information and explanations given to us, the company has generally complied with the provisions of section 58A of the Companies Act, 1956 and companies'' acceptance of deposits rules 1975.

7. In our opinion, the company has Internal Audit System during the year.

8. The Company has maintained the cost records as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the company.

9. a) The company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and protecting Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities in India.

(b) At the end of the financial year there were no undisputed amounts payable in respect of Sale Tax, Central sales tax, Income tax and Custom duty at the year end for period of more than six months from the date they become payable.

10. The company has not incurred cash loss in the current year and there are no accumulated losses at the year end.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to its bankers.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As the company is not a chit fund, nidhi mutual benefit fund or society the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

15. According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof, in our opinion, are not prima-facie prejudicial to the interest of the Company.

16. The company has taken term loan during the year. The loan taken is used for the purpose for which it was taken,

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 no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act.

19. The company has not raised any funds by way of debenture during the year.

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

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor we have been informed by the management of any such instance being noticed or reported during the year.

For GIRISH PATEL & CO. (CHARTERED ACCOUNTANTS)

Place : Mumbai. PROPRIETOR. Date :09/06/2014 M.NO.16743


Mar 31, 2013

We have audited the accompanying financial statements of "M/s TRIDENT TOOLS LTD", which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, including the accounts of erstwhile M/s Quick cut Engineering Company Private Limited for the year ended 31st March, 2013 consequent to its Amalgamation with the Company with effect from 1st April, 2012, annexed thereto.

Management''s Responsibility for the Financial Statements

The Company''s 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.

Further as explained in note 34 of the Financial Statements, the Honorable High Court of Judicature at Bombay vide its order dated 05th July, 2013 sanctioned a scheme of amalgamation and arrangement ("the scheme") between the Company and M/s Quick cut Engineering Company Private Limited. The Company has at the meeting of the board of directors dated 02nd September, 2013, pursuant to the approval of the scheme by the Honourable High Court revised the financial Statements approved at the meeting of the board of Director dated 13th May, 2013 to give effect to the scheme. Accordingly, the Auditors'' report dated 13th May, 2013 on the financial statement of the Company stands superseded.

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

(c) in the case of the Cash Flow Statement, of 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, 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, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of 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.

Statement referred to in paragraph 3 of our Report of even date on accounts of TRIDENT TOOLS LTD. for the year ended 31st March, 2013

1. Fixed Assets

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

(b) The Company has a regular program of physical verification of its fixed Assets. In our opinion periodicity of physical verification is reasonable having regard to the size of the company and nature of Fixed Assets. No material discrepancies were noticed on such verifications

(c) The company has not disposed of substantial part of fixed assets during the year.

2. Inventories

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

(b) In our opinion, the procedures of the verification of inventories by the management are reasonable and adequate in relation to the size of the company and natures of its business.

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

3. The company has taken/given interest free loans repayable on demand from/to companies/firms covered in the register maintained under section 301 of the Companies Act, 1956. The details whereof is as under:

LOANS TAKEN LOANS GIVEN

No. of Parties 6 0

Maximum Amount Rs. 3,13,19,600 Rs. --

Yearend Balance Rs. 2,94,94,600 Rs. --

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 regards to purchase of goods and with regards to sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in the internal controls procedure.

5. In our opinion and according to the information and explanation given to us the company has entered into transactions for purchase of goods, materials or services and sale of goods, materials or services aggregating to Rs.500000/- or more from parties covered under section 301 of the companies Act, 1956. Prices paid for such goods are reasonable having regard to terms and conditions of purchases as compared with purchases for other parties.

5. In our opinion, and according to the information and explanations given to us, the company has generally complied with the provisions of section 58A of the Companies Act, 1956 and companies acceptance of deposits rules 1975.

6. In our opinion, the company has Internal Audit System during the year.

7. The Company has maintained the cost records as prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the company.

8. (a) The company has been regular in depositing undisputed statutory dues including provident Fund, Investor Education and protecting Fund, Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities in India.

(b) At the end of the financial year there were no undisputed amounts payable in respect of Sale Tax, Central sales tax, Income tax and Custom duty at the yearend for period of more than six months from the date they become payable.

9. The company has not incurred cash loss in the current year and there are no accumulated losses at the year end.

10. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to its bankers.

11. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. As the company is not a chit fund, nidhi mutual benefit fund or society the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

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

14. According to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institutions, the terms and conditions were of, in our opinion, are not prima-facie prejudicial to the interest of the Company.

15. The company has taken term loan during the year. The loan taken is used for the purpose for which it was taken,

16. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

17. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained under section 301 of the Act. ...

18. The company has not raised any funds by way of debenture during the year.

19. The company has not raised any money by way of public issue during the year.

20. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the company nor we have been informed by the management of any such instance being noticed or reported during the year.

For GIRISH PATEL & CO.

(CHARTERED ACCOUNTANTS)

Place: Mumbai. PROPRIETOR.

Date: 02/09/2013 M.NO.16743

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