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Auditor Report of Unishire Urban Infra Ltd.

Mar 31, 2015

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Unishire Urban Infra Limited ("the Company") which comprises the Balance Sheet as at March 31, 2015 and the statement of Profit and Loss for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ('the Act') (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility included 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 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 control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the 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 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.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015

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

c) In the case of 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 (Auditors Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

e) On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 274(1) (g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Annexure referred to in our report of even date on the accounts for the year ended 31st March, 2015

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

b) The assets are physically verified, in phases, by the management during the year as per the regular programme of verification, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification. The discrepancies noticed on such verification have been appropriately dealt with in the books of accounts.

2. a) The inventory has been physically verified at reasonable intervals during the year by the management.

In our opinion, the frequency of such verification is adequate. It was represented to us that inventories with third parties are also verified from time to time. b) In our opinion and according to the information and explanations given to us the procedure of physical verification of inventories followed by the management were 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 explanations given to us the company has maintained proper records of its inventories and no material discrepancies were noted on such physical verification of stock of commodities, shares & securities.

3. During the year, the company has granted loan to any company, firm or other parties covered in the register maintain 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.

5. The company has not accepted deposits within the meaning of sections 73 to 75 of the Companies Act, 2013 during the year.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government under section 148(1) of the Companies Act, 2013 for maintenance of cost records and are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained.

7 a) According to the records provided to us, the company is regular in depositing undisputed statutory dues including provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax. Duty of Customs, Duty of Excise, Value Added Tax, Cess and Other Statutory dues with the appropriate authorities. However, We have observed a few instances of belated remittances of Tax deducted at source.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax , Wealth Tax, Sales Tax, Service Tax, Duty of Customs , Duty of Excise, Value Added Tax and Cess were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

c) No fund is required to be transferred to Investor Education and Protection Fund.

8. The Company does not have any accumulated losses and it has not incurred cash losses in the current financial year and in the immediately preceding financial year.

9. The Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as the Company has not taken any loan from any financial institution or bank or debenture holders.

10 The Company has not given any guarantee for loans taken by others.

11 The Company has not obtained any term loans during the year as such the same is not applicable.

12 No fraud on or by the company has been noticed or reported during the year.

Arun Jain& Associates

Chartered Accountants

(Firm Reg. No.325867E)

Arun Kumar Jain

Place: Kolkata Proprietor

Date:29th May, 2015 Membership No. 053693


Mar 31, 2014

We have audited the accompanying financial statements of Unishire Urban Infra Limited ("the Company") which comprises the Balance Sheet as at March 31, 2014 and the statement of Profit and Loss for the year then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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 fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (''the Act'') (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility included 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of the 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 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.

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, of the Company for the year ended on that date and

c) In the case of 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 (Auditors Report) Order, 2003 ("the Order") issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet and the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs).

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date of Unishire Urban Infra Limited)

1. In respect of the Company''s fixed assets:

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

b) According to the information and explanations given to us, the fixed assets were physically verified by the management in accordance with programme of verification, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed on physical verification were not material and have been properly dealt with in the books of account.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the Company.

2. In respect of the Company''s inventories:

a) As explained to us, stock of commodities, shares & securities were physically verified during the year by the Management.

b) In our opinion and according to the information and explanations given to us the procedure of physical verification of inventories followed by the management were 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 explanations given to us the company has maintained proper records of its inventories and no material discrepancies were noted on such physical verification of stock of commodities, shares & securities.

3. The Company has granted unsecured loans to companies, Firms or other parties covered in the register maintained under section 301 of the Act.

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.

5. In our opinion and according to the information and explanations given to us, no transactions need to be entered into the register in pursuance of section 301 of the Act.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed there under.

7. In our opinion, the requirement of reporting on an internal audit system is not applicable for the company.

8. The Central Government has not prescribed maintenance of cost records under section 209( 1) (b) of the Companies Act, 1956 for any of the products of the company.

9. According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, employee''s state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise duty, cess and other material statutory dues as applicable with appropriate authorities.

10. In our opinion, there are no accumulated losses of the company.

11. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of due to any financial institution or bank or debenture holders as at the balance sheet date.

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. The provisions of any special nature applicable to chit fund/nidhi/mutual benefit fund/ securities are not applicable to the company.

14. In our opinion, the company has maintained proper records of the transactions in shares, securities, debentures and other securities and timely entries have been made therein. The shares, securities, debentures and other securities have been held by the company, in its name except to the extent of the exemption, if any, granted under section 49 of the Act.

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the period.

16. The company has not taken any term loans.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long term investments and vice- versa.

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

19. The company has no debentures and hence the question of creating of any security does not arise.

20. The company has raised money by public issue of Rs. 643 Lacs and Prefential Allotment of Rs. 1272.56 Lacs during the year and such provision of clause 20 of Paragraph 3 of the aforesaid order in our opinion is applicable to the company.

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, we have not been inform of such case by the, management.

Arun Jain & Associates Chartered Accountants (Firm Reg. No.325867E)

Arun Kumar Jain Place: Kolkata Proprietor Date: 30th May, 2014 Membership No. 053693

 
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