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Auditor Report of V R Woodart Ltd.

Dec 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of V.R.Woodart Ltd.("the Company"), which comprise the Balance Sheet as at December 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 December 31,2014;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT" OF OUR REPORT OF EVEN DATE.

Referred to in paragraph 1of our report of even date

i. In respect of Fixed Assets

(a) The Company does not have Fixed assets.

(b) The clause relating to physical verification is not applicable to the Company in view of our reporting in 1(a) above.

(c) The clause relating to sale of substantial part of fixed assets is not applicable to the Company in view of our reporting in i (a) above.

ii. In respect of Inventories

(a) The Company does not Inventory and hence the clause 2 (a) of the order relating to the frequency being reasonable is not applicable the Company.

(b) In view of our report in ii (a) above, the clause relating to reasonableness of the procedures of physical verification of inventories followed by the management and adequacy of the procedures in relation to the size of the Company and the nature of its business is not applicable.

(c) In view of our report in ii(a) above, maintaining of proper records of inventories and dealing with the discrepancies noticed on verification between the physical records and book records are not applicable to the Company.

iii. In respect of loans, Secured or Unsecured, granted or taken by the Company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956:

(a) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has taken interest free unsecured loans from 2 companies listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding during the year and the yearend balance was Rs.390.16 lacs.

(b) As per the information and explanations given to us, rate of interest and the terms and conditions of the said loans taken, are not prima facie prejudicial to the interest of the Company.

(c) As explained to us no amount of principal and interest has become due during the year of the said loans.

(d) In view of our comment in above para, Para iii (a) (b) (c) (d) of the Order is not applicable are not applicable to the Company for the year.

(e) The company has not given loan to the parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly the para iii (e) to (g) of the order are not applicable to the company.

iv. 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 regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weaknesses in internal controls.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained under section 301 of the Act have been so entered.

(b) As per the information and explanations given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the companies Act 1956 aggregating during the year to Rs. 5.00 lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public within the meaning of Sec 58A and 58AA of the Act and the Rules framed there under.

vii. In our opinion, the Company has an Internal Audit System, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory dues

(a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income- Tax, Sales-Tax, Wealth- tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st December 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the details of dues of income-tax which have not been deposited on account of dispute are given below:-

Name of the statute Nature of dues Amount (Rs)

Income tax laws TDS including interest 5,80,612.00

Name of the statute Period to which the Forum where amount relates pending

Income tax laws 1993-1994 to 1996-1997 Income Tax Officer (TDS), Range 3, Kochi.

x. The accumulated losses of the Company as at 31st December 2014 is Rs 184216495/-, which is more than 50% of its net worth. The Company has incurred cash loss during the accounting year ended 31st December, 2014 but not in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, or banks. The Company does not have debenture loan.

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

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of para 4(xiv) of the Order are not applicable to the Company.

xv. The Company has not given any guarantee for loan taken by others from banks or financial institutions.

xvi. The Company has not raised any term loans during the year.

xvii. On the basis of our examination & according to the information and explanations given to us, on an overall examination of the Balance sheet of the Company, funds raised on short term basis have, prima facie, not being used during the year for long term investments.

xviii. 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 Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore para 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.



MAJIBAIL & CO. CHARTERED ACCOUNTANTS Firm Registration No. 105870W

M. V. Rao Proprietor

Place: Mumbai M.No. 7082 Date: 27.02.2015


Dec 31, 2013

We have audited the accompanying financial statements of V.R.Woodart Ltd.("the Company), which comprise the Balance Sheet as at December 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 December 31, 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 written representations received from the directors as on December 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT" OF OUR REPORT OF EVEN DATE.

Referred to in paragraph 1of our report of even date

i. In respect of Fixed Assets

(a) The Company does not have Fixed assets.

(b) The clause relating to physical verification is not applicable to the Company in view of our reporting in 1(a) above.

(c) The clause relating to sale of substantial part of fixed assets is not applicable to the Company in view of our reporting in i (a) above.

ii. In respect of Inventories

(a) The Company does not Inventory and hence the clause 2 (a) of the order relating to the frequency being reasonable is not applicable the Company.

(b) In view of our report in ii (a) above, the clause relating to reasonableness of the procedures of physical verification of inventories followed by the management and adequacy of the procedures in relation to the size of the Company and the nature of its business is not applicable.

(c) In view of our report in ii(a) above, maintaining of proper records of inventories and dealing with the discrepancies noticed on verification between the physical records and book records are not applicable to the Company.

iii. In respect of loans, Secured or Unsecured, granted or taken by the Company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956:

(a) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has taken interest free unsecured loans from 2 companies listed in the register maintained under section 301 of the Companies Act, 1956. The maximum outstanding during the year and the yearend balance was Rs.314.35 lacs, The Company has not given any unsecured loan or taken/given guarantees from/to Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(b) As per the information and explanations given to us, rate of interest and the terms and conditions of the said loans taken, are not prima facie prejudicial to the interest of the Company.

(c) As explained to us no amount of principal and interest has become due during the year other than specified in para iii(a) of above

(d) In view of our comment in above para, Para 4(iii)(d),(e),(f) and (g) of the Order are not applicable to the Company for the year.

iv. 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 regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weaknesses in internal controls.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained under section 301 of the Act have been so entered.

(b) As per the information and explanations given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the companies Act 1956 aggregating during the year to Rs. 5.00 lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public within the meaning of Sec 58A and 58AA of the Act and the Rules framed there under.

vii. In our opinion, the Company has an Internal Audit System, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory dues

(a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income- Tax, Sales-Tax, Wealth- tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st December 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the details of dues of income-tax which have not been deposited on account of dispute are given below:-

Name of the Nature of dues Amount (Rs) Period to which the statute amount relates

Income tax laws TDS including 5,80,612.00 1993-1994 to interest 1996 -1997



Name of the Statute Forum where pending

Income tax laws Income Tax Officer (TDS), Range 3, Kochi

x. The accumulated losses of the Company as at 31st December 2013 is Rs 176344585/-, which is more than 50% of its net worth. The Company has incurred cash loss during the accounting year ended 31st December, 2013 but not in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, or banks. The Company does not have debenture loan.

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

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of para 4(xiv) of the Order are not applicable to the Company.

xv. The Company has not given any guarantee for loan taken by others from banks or financial institutions.

xvi. The Company has not raised any term loans during the year.

xvii. On the basis of our examination & according to the information and explanations given to us, on an overall examination of the Balance sheet of the Company, funds raised on short term basis have, prima facie, not being used during the year for long term investments.

xviii. 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 Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore para 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year.

MAJIBAIL & CO. CHARTERED ACCOUNTANTS

M. V. Rao Proprietor Place: Mumbai M.No. 7082 Date: 28.02.2014


Dec 31, 2012

We have audited the attached Balance Sheet of V. R. Woodart Ltd, as at 31st December 2012 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these statements based on our audit.

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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor''s 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 in paragraphs 4 and 5 of the said Order. :

2. Further to our comments in the Annexure referred to in Paragraph 1 above:

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 such books, and proper returns adequate for the purposes of our audit have been received from the branch.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account, and with the audited returns from the branch.

d. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report 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.December 2012 and taken on ! record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the Balance I Sheet and Profit and Loss Account read together with the Accounting Policies and Notes thereon give the i 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 December, 2012 and

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

iii. In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

Referred to in paragraph lof our report of even date

i. In respect of Fixed Assets

(a) The Company does not have Fixed assets.

(b) The clause relating to physical verification is not applicable to the Company in view of our reporting in 1(a) above.

(c) The clause relating to sale of substantial part of fixed assets is not applicable to the Company in view of our reporting in i (a) above.

ii. In respect of Inventories ;

(a) The Company does not Inventory and hence the clause 2 (a) of the order relating to the frequency being reasonable is not applicable the Company.

(b) In view of our report in ii (a) above, the clause relating to reasonableness of the procedures of physical verification of inventories followed by the management and adequacy of the procedures in relation to the size of the Company and the nature of its business is not applicable.

(c) In view of our report in ii(a) above, maintaining of proper records of inventories and dealing with the ] discrepancies noticed on verification between the physical records and book records are not applicable to the Company.

iii. In respect of loans, Secured or Unsecured, granted or taken by the Company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956:

(a) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has not taken/given any unsecured loan or taken/given guarantees from/to Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. The Company has repaid part of the unsecured loans taken from the companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) As per the information and explanations given to us, rate of interest and the terms and conditions of the said loans taken, are not prima facie prejudicial to the interest of the Company.

(c) As explained to us no amount of principal and interest has become due during the year other than I specified in para iii(a) of above

(d) In view of our comment in above para, Para 4(iii)(d),(e),(f) and (g) of the Order are not applicable to the j Company for the year.

iv. In our opinion and according to the information and explanations given to us there are adequate internal control I procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weaknesses in internal controls.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions that need

to be entered in the Register maintained under section 301 of the Act have been so entered.

(b) As per the information and explanations given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the companies Act 1956 aggregating during the year to Rs. 5.00 lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public within the meaning of Sec 58A and 58AA of the Act and the Rules framed there under.

vii. In our opinion, the Company has an Internal Audit System, which is commensurate with the size and nature of its . business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209 (l)(d) of the Companies Act, 1956.

ix. In respect of Statutory dues

(a) The company has been generally regular in depositing undisputed statutory dues including Provident

Fund, Investors Education and Protection Fund, Employees State Insurance, Income- Tax, Sales-Tax, ;

Wealth- tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st December 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the details of dues of income-tax which have not been deposited on account of dispute are given below:-

Name of the Nature of dues Amount (Rs) Period to which the Forum where pending statute amount relates

Income tax laws TDS including 5,80,612.00 1993-1994 to 1996-1997 Income Tax Officer (TDS), interest Range 3, Kochi

x. The accumulated losses of the Company as at 31st December 2012 is Rs 176131127/-, which is more than 50% of its net worth. The Company has not incurred cash loss during the accounting year ended 31st December, 2012 and in the j immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, or banks. The Company does not have debenture loan.

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

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore Para 4

(xiii) is not applicable to the Company.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of para 4(xiv) of the Order are not applicable to the Company.

xv. The Company has not given any guarantee for loan taken by others from banks or financial institutions.

xvi. The Company has not raised any term loans during the year.

xvii. On the basis of our examination & according to the information and explanations given to us, on an overall '' examination of the Balance sheet of the Company, funds raised on short term basis have, prima facie, not being used during the year for long term investments.

xviii. 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 Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore para 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance with ; ! generally accepted auditing practices in India and according to the information and explanations given to us, we have ; neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we I been informed of such case by the management.

MAJIBAIL & CO.

CHARTERED ACCOUNTANTS

Place: Mumbai M.V.Rao

Date: 30.5.2013 Proprietor

M.No. 7082


Dec 31, 2011

We have audited the attached Balance Sheet of V. R. Woodart Ltd, as at 31st December 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.

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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor's 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 in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to in Paragraph 1 above:

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 such books, and proper returns adequate for the purposes of our audit have been received from the branch.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account, and with the audited returns from the branch.

d. In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report 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 December 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st December 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit and Loss Account read together with the Accounting Policies and Notes thereon 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 December, 2011 and

ii. in the case of Profit and Loss Account, of the Loss for the year ended on that date.

iii. In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 1of our report of even date

i. In respect of Fixed Assets

(a) The Company maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets except for assets under 'Other Assets' amounting to Rs.13,15,432/- as at 30.06.2000, where details of individual assets were not available during the year, However the Company has disposed off/ discarded all its assets as at 31st March,2012.

(b) The Fixed Assets were physically verified by the Management during the year as confirmed by the management. As explained to us, no material discrepancies have come to the notice on such physical verification.

(c) The Company has disposed substantial part of fixed assets during the year and in our opinion L. going concern status of the Company is not affected as the Company has alternative plans to continue to do the Business.

ii. In respect of Inventories

(a) As informed to us, physical verification of Inventory has been conducted during the year by the Management. In our opinion, the frequency and verification is reasonable.

(b) Based on the explanations given to us, in our opinion, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of u.- Company and the nature of its business.

(c) In our opinion, the Company is maintaining proper records of inventories and as explained to us, the discrepancies noticed on verification between the physical records and book records were not materia! and have been properly dealt with the books of account.

iii. In respect of loans, Secured or Unsecured, granted or taken by the Company to / from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956:

(a) Based on the audit procedures applied by us and according to the information and explanations given to us, the Company has not taken and unsecured loan or given guaranteed from Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. The Company has repaid part of the unsecured loans taken from the companies, firms and other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) As per the information and explanations given to us, rate of interest and the terms and conditions of the said loans taken, are not prima facie prejudicial to the interest of the Company.

(c) As explained to us no amount of principal and interest has become due during the year other than specified in para iii(a) of above

(d) In view of our comment in above para, Para 4(iii)(d),(e),(f) and (g) of the Order are not applicable to the Company for the year.

iv. 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 regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weaknesses in internal controls.

v. In respect of transactions covered under Section 301 of the Companies Act, 1956

(a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the Register maintained under section 301 of the Act have been so entered.

(b) As per the information and explanations given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the companies Act 1956 aggregating during the year to Rs. 5.00 lakhs or more in respect of each party.

vi. The Company has not accepted any deposits from the public within the meaning of Sec 58A and 58AA of the Act and the Rules framed there under.

vii. In our opinion, the Company has an Internal Audit System, which is commensurate with the size and nature of its business.

viii. We have been informed that the Central Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956.

ix. In respect of Statutory dues

(a) The company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investors Education and Protection Fund, Employees State Insurance, Income- Tax, Sales-Tax, Wealth- tax, Customs Duty, Excise Duty, Cess and other statutory dues with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st December 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the details of dues of income-tax which have not been deposited on account of dispute are given below:-

Name of the Nature of dues Amount Period to which Forum where statute (Rs) the amount pending relates

Income tax TDS including 5,80,612.00 1993-1994 to laws 1996-1997 Income Tax Officer (TDS),Range 3 Kochi

x. The accumulated losses of the Company as at 31st December 2011 is Rs 177108702/-, which is more than 50% of its net worth. The Company has not incurred cash loss during the accounting year ended 31st March,2011 and in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us we are of the opinion that the Company has not defaulted in repayment of dues to the financial institutions, or banks. The Company does not have debenture loan.

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

xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore Para 4 (xiii) is not applicable to the Company.

xiv. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments and hence, the requirements of para 4(xiv) of the Order are not applicable to the Company.

xv. The Company has not given any guarantee for loan taken by others from banks or financial institutions.

xvi. The Company has not raised any term loans during the year.

xvii. On the basis of our examination of Cash Flow Statement, we report that Company has utilized short term funo ^ the extent of Rs NIL to repay long term liabilities.

xviii. 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 Companies Act, 1956.

xix. The Company has not issued any debentures during the year and therefore para 4(xix) of the Order is not applicable to the Company.

xx. The Company has not raised any money by way of public issue during the year.

xxi. During the course of our examination of the books and records of the Company carried out in accordance wu,; generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

MAJIBAIL & CO.

CHARTERED ACCOUNTANTS

M. V. Rao

Proprietor

Place: Mumbai

M.No. 7082s

 
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