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Auditor Report of Unimode Overseas Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of UNIMODE OVERSEAS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 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 March 31, 2014 ;

b) in the case of the Statement of Profit and Loss Account, 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 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 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 , 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 Balance Sheet , Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a Directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors Report - March 31, 2014

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S UNIMODE OVERSEAS LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2014.

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) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified by the management at reasonable 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) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanation given to us and on the basis of 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 301 of the Companies Act, 1956. Consequently, the provisions of claus iii (b), iii (c) and iii (d) of the order are not applicable to the company.

(e) According to the information and explanation given to us and on the basis of 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 301 of the Companies Act, 1956. Thus sub clauses (f) to (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the Audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) As explained to us , the transactions made in pursuance of contracts or arrangements entered in theregister maintained under section 301 of the Companies Act, 1956 and exceeding during the year to Rs.5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices as available with the company.

6. The company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanation given by the management, the company has an internal Audit System commensurate with the size of the Company and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st march, 2014 for a period of more than six months from the date they became payable.

(b) according to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax , sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The company is not a Chit Fund or a Nidhi/mutual benefit fund/Society. Therefore, the provision of this clause of the Companies (Auditor''s Report) order, 2003 ( as amended) is not applicable to the company.

14. According to the information and explanations given to us, the company is trading in shares, Mutual funds and other investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the company has not given guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the company.

18. Based on audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the company has been noticed or reported during the year, nor have we been informed of such case by the management.

For: K. L. Datta and Co. CHARTERED ACCOUNTANTS FRN: 001127C

(V.K. Datta) (Partner)

M. NO. 070466 PLACE: NEW DELHI DATED: 30/05/2014


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Unimode Overseas Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s 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 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 March 31st, 2013;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of representations received from the Directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of the Our Report of even date to the members of M/s Unimode Overseas Limited on the accounts of the company for the year ended 31" March, 2013.

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) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

(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) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) 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 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) 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 taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the

information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section,

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable, (b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

14. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For K.L. Datta & Company

Chartered Accountants

(V. K. Datta)

Place: New Delhi Partner

Date : 19.07.2013 Membership No.: 070466


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S UNIMODE OVERSEAS LIMITED, as at 31st March 2011, and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books of records as we considered appropriate and according to the information and explanations given to us during the course of our audit. We give the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

c) The Balance Sheet and Profit and Loss Account deal with by this report are in agreement with the Books of Account.

d) In our opinion and according to the explanations given to us, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from Directors, taken on record by the Board of Directors, none of the directors are disqualified under section 274(1)(g) of the Companies At, 1956 from being appointed as directors as on 31.03.2011.

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

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March 2011, and ;

ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

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

1. In respect of its fixed assets:

(a) The Company has not maintained Fixed Assets records, as no Fixed Assets are owned by the Company, as per its Balance Sheet.

(b) No Fixed Assets can be verified by the Company's Management in absence of any Fixed Assets during the year under review.

(c) There is no Fixed Assets owned by the Company but the going concern status of the Company is not affected.

2. In respect of its inventories:

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

(b) The procedures followed by the management for physical verification of stocks appears to be reasonable and adequate in relation to the size of the Company and nature of its business.

(c ) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

3. The Company has not taken any loans from the Companies, firms or other parties under section 372A of the Companies Act, 1956. As explained to us there is no Company under the same management.

4. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

5. No Loans and Advances in the nature of loans have been given by the Company.

6. The internal control procedure for the purchases of raw materials, Plant & Machinery and equipment and other assets and for the sale of goods are in our opinion and according to the information and explanations given to us, adequate commensurate with the size of the Company and nature of its business.

7. The Companies has not accepted any deposited under Section 58 A of the Companies Act,1956.

8. In our opinion, the Company has an internal control/audit system commensurate with the size and nature of its business.

9. The Central Govt. has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act,1956 for any of the products of the Company.

10. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, excise duty, cess and other statutory dues applicable to it, wherever applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, cess and excise duty, which were outstanding as at 31st March,2011 for a period more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or banks.

12. The Company has not given any guarantee for loans taken by others from bank or financial institution.

13. 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 have been raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except working capital.

14. The Company is not a Sick Industrial Company within the meaning of Clause(i) of sub section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

15. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For K.L. Datta & Company

Chartered Accountants

Place : New Delhi (V. K. Datta)

Date : 11th May 2011 Partner


Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S UNIMODE OVERSEAS LIMITED, as at 31st March 2010, and also the Profit & Loss Account 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 auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books of records as we considered appropriate and according to the information and explanations given to us during the course of our audit. We give the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

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

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

b) In our opinion, proper Books of Accounts as required by law have been kept by :he Company, so far as appears from our examination of Books of Account.

c) The Balance Sheet and Profit and Loss Account deal with by this report are in agreement with the Books of Account.

d) In our opinion and according to the explanations given to us, the Profit and Loss Account and Balance Sheet comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from Directors, taken on record by the Board of Directors, none of the directors are disqualified under section 274(1 )(g) of the Companies At, 1956 from being appointed as directors as on 31,03,2010.

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

i) in the case of the Balance Sheet of the State of affairs of the Company as at 31st March 2010, and ;

ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date,

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has not maintained proper records, as no Fixed Assets are recorded by the Company.

(b) No Fixed Assets were verified by the Companys Management in absence of any Fixed Assets during the year under review,

(c) The Company has not disposed any of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Its inventories:

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

3. The Company has not taken any loans from the Companies, firms or other parties under section 372A of the Companies Act, 1956. As explained to us there is no Company under the same management.

4. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act.1956.

5. No Loans and Advances in the nature of loans have been given by the Company.

6. The internal control procedure for the purchases of raw materials, Plant & Machinery and equipment and other assets and for the sale of goods are in our opinion and according to the information and explanations given to us, adequate commensurate with the size of the Company and nature of its business.

7. The Companies has not accepted any deposited under Section 58 A of the Companies Act, 1956.

8. In our opinion, the Company has an internal control/audit system commensurate with the size and nature of its business.

9. The Central Govt, has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

10. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, Sales Tax, cess and excise duty, which were outstanding as at 31st March,2010 for a period more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or banks.

12. The Company has not given any guarantee for loans taken by others from bank or financial institution.

13. 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 have been raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except working capital.

14. The Company is not a Sick Industrial Company within the meaning of Clause(i) of sub section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

15. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For K.L. Datta & Company

Chartered Accountants

Place: New Delhi (V. K. Datta)

Date : 28th July 2010 Partner


Mar 31, 2009

We have audited the attached Balance Sheet of UNIMODE OVERSEAS LIMITED as at 31st March 2009 and the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. We also state that these financial statements are the responsibility of the Company management and our responsibility is to express an opinion on these financial statements based on our audit. As far the scope and basis of our opinion, we state that we have conducted our audit in accordance with auditing standards generally accepted in India and obtained reasonable assurance about whether the financial statements are free of material misstatements. Our audit includes, wherever necessary, examining on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also including assessing adherence to the accounting principles and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report as follows:

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, we enclose in the Annexure a statement on the matters specified on paragraphs 4 & 5 of the said order.

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

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

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

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

d) In our opinion and according to the explanations given to us, the Profit and Loss Account, the Cash Flow Statement and the Balance Sheet comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March2009 and taken on record by the Board of Directors, our opinion, and explanations given to us, none of the directors are disqualified as on 31st March 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon, subject to note No. 5 of Significant Accounting Policies and note No.11,12 of Financial Note on Accounts as on date give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view,

i) In the case of the Balance Sheet of the state of affairs of the company as at 31st March, 2009, and

ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 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.

(b) No Fixed Assets were verified by the companys Management in absence of any fixed assets during the year under

(c) We draw attention to our comments in Para 2 (f) in our audit report of even date regarding sale of entire fixed assets by the company and have the substantial doubt on going concern as a result of such sale.

2. No Comments are required on physical verification of stock in absence of such stock.

3. The Company has not granted/taken any loans secured or unsecured to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. The Company has not given Loans or Advances in the nature of loans who are repaying the principal amount as per the policy of the Company. No interest is recovered on such loans or advances.

5. No Comments are required on internal control procedure in absence of any Commercial activity

6. (a) According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under section 301, of the Companies Act, 1956 have been recorded in the register;

(b) According to the information and explanations given to us, the no transactions have been made referred to under sub clause (a) above which exceed Rs. 5,00,000/- in each case .

7. The Company has not accepted any deposits from the public and consequently the provisions of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 are not applicable. We are informed that the Company Law Board has passed no order in this regard.

8. The Company do not have any internal audit system in absence of any commercial activities.

9. The Central Government has not prescribed maintenance of cost records under section 209 (I) (d) of the Companies Act, 1956 for any of the products of the Company.

10. During the year under review, we are informed that the company has no employee on its payroll and as such provisions of ESI and EPF are not applicable to this company during the year under review.

a. According to the information and explanations given to us there are no dues of Sales tax, custom duty, wealth tax, excise duty and cess.

11. The Company is a Sick Industrial Company within the meaning of Clause (o) of sub Section (1) of Section (3) and accumulated loss of the Company is more than 50% of its net worth and the Company is treated as a Sick Industrial Company as per the provision of the Sick Industrial Companies (Specials Provisions) Act, 1985.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the question of maintenance of documents and records in respect thereof does not arise.

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

14. In our opinion the Company is not dealing in shares, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us and 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 investments. No long term funds have been used to finance short term investments assets except permanent working capital.

16. In our opinion, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

17. The Company has not issued or raised money through debentures.

18. The Company has not raised any money through public issue during the year under review.

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

For K.L Datta & Company Chartered Accountants

Place: New Delhi (V.K. Datta) Date : 1a September 2009 Partner

 
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