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Auditor Report of Ultracab (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of ULTRACAB (INDIA) LTD. (India) private limited) which comprise the Balance as at 31st March 2015, the statement of Profit & loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information. These financial statements are the responsibility of the Company's management, Our responsibility is to express an opinion on these financial statements based on our audit.

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 and presentation 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

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 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 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 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 31s1 March, 2015, and its profit/loss and its cash Tows for the year ended on that date.

Report on other Legal Et Regulatory Requirements

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

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

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

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

(d) In our opinion, the aforesaid 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 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 A".

(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule11 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 litigations which would impact its financier position; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

With reference to the paragraph 3 of our report to the shareholders of ULTRACAB {INDIA)

LIMITED of even date, in our opinion and to the best of our knowledge and as per the information and explanations given to us, the books and the records examined by us in the normal course of audit, we report that

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

b) All the assets have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. We are informed that no material discrepancies were noticed on such verification.

2) a) As explained to us, stock of inventories has 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 explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

3} a) in our opinion and according to the information and explanation given to us, The Company has not granted any loan secured or unsecured to any parties covered in the register maintained under section 183 of the Companies Act, 2013. Therefore, the provisions of clause 3(iii)(a) and 3(iii)(b) of the Companies ( Auditor's Report } Order, 2015 are not applicable to the company.

4} In our opinion and according to the information and explanation feven to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventories, fixed assets and with regard to the state of goods. We have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedure.

5) In our opinion and according to the information and explanation given to us, the company has not accepted/invited any deposits failing within the preview of provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and ruies framed there under.

6) In our opinion and according to the information and explanation given to us, the company has maintained cost records as per the provision of clause 3(vi) of the Companies (Auditor's Report) Order, 2015 specified by Ihe Central Government under section 146(1) of the Companies Ac!, 2013.

7) In our opinion and according to the information and explanation given to us the company is having an adequate internal audit system commensurate with its size and nature of business,

b} According to Information and explanations given to us, no disputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax and Service Tax, Customs Duty, Excise Duty and Cess were arrears as at 31E1 March, 2015 except demand of Rs. 2,41,059/- pending with Central Excise and Service Tax Appeallet Tribunal.

8) in our opinion and according to the information and explanation given to us, the accumulated losses at the end of the financial year are not less than 50 per cent of its net worth and it has not incurred cash losses in the current financial year and in the immediately preceding financial year.

9) In our opinion and according to the information and explanation given to us, the Company has not defaulted in the repayment of dues to any financial Institutions or Banks or Debenture holders during the year,

10) The company has not given any guarantee for loans taken by others from Bank or financial institutions. Therefore, the provisions of clause 3(x) the Companies (Auditor's Report) Order, 2015 are not applicable to the company,

11) In our opinion and according to the information and explanation given to us, the Term loan is applied for the purpose for which foan was obtained.

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

For, R, HARSOOA & CO,

Chartered Accountants

Firm Reg, No. 128513 W



(Rajesh Hanoda}

Proprietor

Place: Rajkot M. NO 127385

Data: 15th May, 2015 (PAN NO.: ACIPHD536L)

 
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