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Auditor Report of Vaarad Ventures Ltd.

Mar 31, 2016

To the Members of Vaarad Ventures Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Vaarad Ventures Limited ("the Company"), which comprise the Balance Sheet as at 31st March 2016, 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 Standalone Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there-under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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 of the state of affairs of the Company as at 31st March 2016, its loss, and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

c) The financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 ;

e) On the basis of the written representations received from the directors as on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 from being appointed as a director in terms of Section 164(2) of the Act;

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - refer notes to the financial statements;

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

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

Annexure "A" to the Independent Auditors'' Report of even date to the members of Vaarad Ventures Limited on the financial statements for the year ended 31st March 2016.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of freehold land are held in the name of the Company.

(ii) The company''s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.

(iii) The Company has granted unsecured loans to 2 parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest.

(b) In respect of the aforesaid loans, there is no stipulation of schedule of repayment of principal.

(c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

(iv) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Company''s products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

(vii) (a) The Company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us and the records of the Company examined by us, the dues outstanding of income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute, are as follows:

Name of the statute

Nature of dues

Amount (in Rs.)

Period to which the amount relates

Forum where dispute is pending

Service Tax Act, 1994

Service Tax

Rs. 4,34,000

FY 2012-13

Arbitration Tribunal

Sales Tax Act, 1956 & MVAT 2002

Central Sales Tax 1956

Sales Tax ( MVAT) Central Sales Tax

Rs. 28,69,641 Rs. 15,61,192

FY 2008-09 FY 2008-09

Appeal pending Deputy Commissioner of Sales Tax - Mumbai

Sales Tax Act, 1956 & MVAT 2002

Central Sales Tax 1956

Sales Tax ( MVAT) Central Sales Tax

Rs. 49,33,992 Rs. 15,415

FY 2009-10 FY 2009-10

Appeal pending Commissioner of Sales Tax - Mumbai

Sales Tax Act, 1956 & MVAT 2002

Sales Tax ( MVAT)

Rs. 9,92,86,279 Rs. 1,737

FY 2010-11 FY 2011-12

Appeal pending Deputy Commissioner OF Sales Tax - Mumbai

Central Excise Act, 1944

Central Excise

Rs. 50,00,000

FY 1998-1999

Bombay High Court

Sales Tax Act, 1956 (Gujarat) / Gujarat Value Added Tax Act, 2003

Sales Tax

Rs.30,57,784/-

FY 2009-10

The Deputy Commissioner of Sales tax - Appeal

Sales Tax Act, 1956 (Gujarat) / Gujarat Value Added Tax Act, 2003

Sales Tax

Rs.23,75,921

FY 2010-11

The Deputy Commissioner of Sales tax - Appeal

The Income Tax Act, 1961

Income tax

Rs.8,55,26,540

FY 2010-11

The Commissioner of Income Tax - Appeal

The Income Tax Act, 1961

Income tax

Rs.8,46,590/-

FY 2012-13

The Commissioner of Income Tax - Appeal

(viii) The Company does not have any loan or borrowing from any financial institution, banks, government or debenture-holders during the year. Accordingly, the provisions of clause 3(viii) of the Order are not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with sections 177 and section 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non- cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company has obtained registration under section 45-IA of the Reserve Bank of India Act 1934.

Annexure -B to the Auditor''s Report Report on the Internal Financial Controls under Clause(i) of Sub- section 3 of section 143 of the Companies Act, 2013 ("the Act'''')

We have audited the internal financial controls over the financial reporting of Vaarad Ventures Limited (''''the Company'''') as of 31st March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditor''s Responsibility

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

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exits, and testing and evaluating the design and operating effectiveness of internal control based on the assed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial controls over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(2) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorizations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For K. M. Tapuriah & Co

Chartered Accountants

Firm Registration number: 314043E

CA Naveen Mohta Partner

Membership Number: 048111

Mumbai, 30th May 2016


Mar 31, 2015

We have audited the accompanying financial statements of Vaarad Ventures Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

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

Auditor's Responsibility

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the company's directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the act, we give in the annexure a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

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

c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

a. the Company does not have any pending litigations which would impact its financial position;

b. the Company does not have any long term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise; and

c. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure to the Independent Auditors' Report

The annexure referred to in our Independent Auditors' Report to the members of the company on the financial statements for the year ended 31 March 2015, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii) The Company is a service company, primarily rendering non-banking financial services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

iii) (a) The Company has granted loans to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) There are no other loans granted to the bodies corporate listed in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii)(c) of the Order is not applicable to the Company in respect of repayment of the principal amount.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public.

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears for more than six months from when they became due.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of service tax have not been deposited by the Company on account of disputes:

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

Finance Act, Service Tax Rs. 4.34 Lakh 2012-13 Arbitration Tribunal

1994

(c) According to the information and explanations given to us no amounts were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under. Accordingly, paragraph 3(vii)(c) of the Order is not applicable to the Company in respect of transfer of dividend to IEPF. viii). The Company does not have any accumulated losses at the end of the financial year but has incurred cash losses in the current financial year. However there was no cash loss in the immediately preceding financial year.

ix). The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x). In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi). The Company did not have any term loans outstanding during the year.

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

For K. M. Tapuriah & Co.

Chartered Accountants

Firm's registration number: 314043E

CA Naveen Mohta

Partner

Membership number: 048111

Mumbai, 30th May 2015


Mar 31, 2014

We have audited the attached Balance Sheet of Vaarad Ventures Limited as on 31st March, 2014 and also the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on the financial 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

a. examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

b. assessing the accounting principles used and significant estimates made by Management.

c. evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis of our opinion.

As required by the Companies (Auditors'' Report) Order, 2003 issued by the Central Government of India in terms of Section 143 of the Companies Act, 2013 of India (the act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in paragraphs.

Further to our comments in the Annexure referred to in paragraph one 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 these books;

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 129 of the Act.

e. On the basis of the written confirmation received from the Directors and taken on record by, the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st March, 2014 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 164 of the Companies Act, 2013;

f. The company is not a sick company within the meaning of section3(1)(o) of the SICA Act,1985.Hence there is no question of payment of cess as required under section 441A of Companies Act,1956

g. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

(ii) In so far it relates to the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

(iii) In so far it relates to the Cash flow Statement, of the cash flow of the Company for the each on that date.



ANNEXURE TO AUDITOR''S REPORT

(This is the Annexure referred to in our Report of even date)

1 (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the Fixed Assets.

(b) There is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies noticed by the management during the course of physical verification.

(c) Other than above Company has not disposed of substantial part of fixed assets during the year.

2) Physical Verification of Inventory are not applicable to the company as company''s primary business is investment.

3) (a) The Company has given interest free unsecured loan amounting to Rs. 479.43 lacs to wholly owned subsidiary and associate Company. In respect of the said loan, the maximum amount outstanding during the year is Rs 479.43 lacs other than this the Company has not granted any loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

(b) The rate of interest and other terms and conditions of the loan given were prima facie not prejudicial to the interest of the Company.

(c) The payment of principal and interest was regular during the tenure of the loan.

(d) The Company has taken unsecured loan amounting to Rs. 533.28 lacs from various Parties. In respect of the said loan, the maximum amount outstanding during the year is Rs 118.18 lacs. from parties covered in the register maintained under section 301 of the Companies Act, 1956

(e) The rate of interest and other terms and conditions of the loan taken were prima facie not prejudicial to the interest of the Company.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system during the course of our audit.

5) All the transactions with parties covered under section 189 of the Companies Act, 2013 have been properly entered in the register maintained under section 189 of the Act.

6) In our opinion, and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections Section 73 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, to the extent applicable, have been complied with.

We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) We are informed that the maintenance of cost records has not been prescribed by Central Government under Sec. 197 of the Companies Act, 2013.

8) (a) The Company is regular in depositing undisputed statutory dues with the appropriate authority.

(b) According to the information and explanations given to us and the records of the company examined by us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales tax, Custom Duty, Excise Duty Cess which are outstanding as at 31st March, 2014 for a period of more than six months other than Service Tax which is given below:

Name of the Nature of Dues Rs. Period to which Status statute amount relates

Service Tax Rent Income 6.76 2011-12 Not yet paid Rent Income 3.78 2012-13 Not yet paid

9) The Company has not incurred cash losses during the financial year covered by our audit and immediately

preceding financial year

10) The Company has not defaulted during the year in repayment of dues to any financial Institutions or banks. The Company has not obtained any borrowings by way of debenture.

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

12) The Company is not a chit fund, nidhi, mutual benefit fund or society.

13) The Company has not given any guarantees for loans taken by others from Banks or Financial institutions during the year.

14) The Company has not taken any terms loans during the year.

15) According to the information and explanations given to us, the Company has not applied short-term borrowings for long-term investment.

16) The Company has not issued any debentures during the year.

17) The Company has not raised any capital during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verified by us or not does not arise.

18) As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For G. C. Patel & Co. Chartered Accountants

Sd/- Place : Mumbai G. C. Patel Date :30th May, 2014 Partner (M. No. 47327)


Mar 31, 2012

We have audited the attached Balance Sheet of Vaarad Ventures Limited (Formerly Known as Atco Corporation Ltd) as on 31st March, 2012 and also the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial 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

a. examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

b. assessing the accounting principles used and significant estimates made by Management.

c. evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis of our opinion.

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 of India (the act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specified in paragraphs..

Further to our comments in the Annexure referred to in paragraph one 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 these books;

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act.

e. On the basis of the written confirmation received from the Directors and taken on record by, the Board of Directors we report that none of the Directors of the Company is disqualified as on 31st March, 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. The company is not a sick company within the meaning of section3(1)(o) of the SICA Act,1985.Hence there is no question of payment of cess as required under section 441A of Companies Act:

g. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

(ii) In so far it relates to the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

(iii) In so far it relates to the Cash flow Statement, of the cash flow of the Company for the each on that date.

(This is the Annexure referred to in our Report of even date)

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the Fixed Assets.

(b) There is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies noticed by the management during the course of physical verification.

(c) The Company has transferred its business of Software Division and Publication Division as ongoing concern on slump sales basis w.e.f. 30th September,2011 to its wholly owned subsidiaries company namely Edesk Services Ltd and Innovamedia Publication Limited respectively and accordingly Gross block of Asset Rs 1,40,40,489/- has been transferred.

(d) Other than above Company has not disposed of substantial part of fixed assets during the year.

2) (a) Physical Verification of Inventory are not applicable to the company as company's primary business is investment.

3) (a) The Company has given interest free unsecured loan amounting to Rs. 392.61 lacs to wholly owned subsidiary and associate Company. In respect of the said loan, the maximum amount outstanding during the year is Rs 392.61 lacs other than this the Company has not granted any loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

(b) The rate of interest and other terms and conditions of the loan given were prima facie not prejudicial to the interest of the Company.

(c) The payment of principal and interest was regular during the tenure of the loan.

(d) The Company has taken unsecured loan amounting to Rs. 117.9 lacs from various Parties. In respect of the said loan, the maximum amount outstanding during the year is Rs 117.9 lacs. from parties covered in the register maintained under section 301 of the Companies Act, 1956

(e) The rate of interest and other terms and conditions of the loan taken were prima facie not prejudicial to the interest of the Company.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system during the course of our audit.

5) a) All the transactions with parties covered under section 301 of the Companies Act, 1956 have been properly entered in the register maintained under section 301 of the Act.

b) In our opinion, and according to the information and explanations given to us, the transactions of purchase of goods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to in

(a) above and exceeding the value of Rs. 5 lacs with any party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion, and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

8) We are informed that the maintenance of cost records has not been prescribed by Central Government under Sec. 209(1)(d) of the Companies Act, 1956, in respect of the Company's product.

9) (a) The Company is regular in depositing undisputed statutory dues with the appropriate authority.

(b) According to the information and explanations given to us and the records of the company examined by us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales tax, Custom Duty, Excise Duty Cess which are outstanding as at 31st March, 2012 for a period of more than six months other than Service Tax which is given below:

Name of the statute Nature of Dues Rs. Period to which Status amount relates

Service Tax Rent Income 6.76 2011-12 Not yet paid

10) The company has no accumulated losses.The Company has not incurred cash losses during the financial year covered by our audit and immediately preceding financial year

11) The Company has not defaulted during the year in repayment of dues to any financial Institutions or banks.The Company has not obtained any borrowings by way of debenture.

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

13) As the Company is not a chit fund, nidhi, mutual benefit fund or society.

14) According to the information and explanations given to us the Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantees for loans taken by others from Banks or Financial institutions during the year.

16) The Company has not taken any terms loans during the year.

17) According to the information and explanations given to us, the Company has not applied short-term borrowings for long-term investment.

18) The company has not made any preferential allotment of shares during the year. The company has converted its 1,65,00,000 fully warrants of Rs.2/- each into equity shares of Rs.2/- each to promoters and promoters group on 12th August,2011 pursuant to the sanctioned scheme approved by Hon'ble Board for industrial and financial Reconstruction(BIFR) order dated 1/10/2007.

19) The Company has not issued any debentures during the year.

20) The Company has not raised any capital during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verified by us or not does not arise.

21) As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For G.C. Patel & Co.

Chartered Accountants

FRN: 113693W

Place:-Mumbai Gnaneshwar C.Patel

Date: - 3rd September, 2012 Partner

Mem.No.047327


Mar 31, 2010

We have audited the attached Balance Sheet of Atco Corporation Limited as on 31st March, 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed hereto and the cash f -low statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. T ose standards require that we plan and perform the audit to obtain reasonable assurance about whether the f -inancial 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 signif canThestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

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 of India (the act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure a statement on the matters specif ed in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to in paragraph one 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 such books;

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

d. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement have been prepared in compliance with the accounting standards as prescribed under the provisions of Section 211(3C) of the Act.

e. On the basis of the written confirmation received from the Directors and taken on record by, the Board of Directors we report that none of the Directors of the Company is disqualif ed as on 31st March, 2010 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 said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, the information required by the Act and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far it relates to the Balance Sheet, of the state of af airs of the Company as at 31st March, 2010 and

(ii) In so far it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date

(iii) In so far it relates to the Cash Flow Statement of the cash flow of the Company for the year ended on that date

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph of the Auditors Report of even date to the members of ATCO Corporation Limited on the accounts for to period ended 31st March, 2010)

1. (a) The Company has maintained proper records to show the full particulars of assets including quantitative details and situation of f xed assets, but the updating of the same is still in progress.

(b) The fixed assets have been physically verified by the management and no material discrepancies were noticed on such verif cation.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

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

(b) The procedure of physical verif cation of Inventory followed by the managemenThis adequate in relation to the size of the Company and the nature of its business.

(c) The company is maintaining the proper records of inventory. The discrepancies noticed on verif cation between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has given loan to a wholly owned subsidiary of the company .In respect of the said loan , the maximum amount outstanding during the year is 133.10 Lacs

(b) The Company has taken interest free unsecured loans amounted to Rs. NIL from the party covered in the register maintained under section 301 of the Companies Act, 1956..

(c) The other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company

(d) The payments of the Principal amount are regular.

4. In our opinion and according to the information provided by the Company to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. T ere is no major weakness in the internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements enter in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 5,00,000/- or more in respect of any party.

6. The Company has not accepted any deposits from the public.

7. In our opinion, the Companys present internal audit system is commensurate with the size and nature of its business.

8. We are informed that the maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956, in respect of Companys product.

9. a) The Company is regular in depositing undisputed statutory dues with the appropriate authority. b) According to the information and explanations given to us there are no undisputed statutory dues payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales tax, Custom Duty,

Name of the statute Nature of Dues Rupees in Lacs Period to which Status amount relates

Services Tax Software Sales 19.17 2009-10 Yet party payment not received

(Referred to in paragraph of the Auditors Report of even date to the members of ATCO Corporation Limited on the accounts for to period ended 31st March, 2010)

1. (a) The Company has maintained proper records to show the full particulars of assets including quantitative details and situation of f ixed assets, but the updating of the same is still in progress.

(b) The fixed assets have been physically verified by the management and no material discrepancies were noticed on such verif cation.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed by the Company during the year.

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

(b) The procedure of physical verif cation of Inventory followed by the managemenThis adequate in relation to the size of the Company and the nature of its business.

(c) The company is maintaining the proper records of inventory. The discrepancies noticed on verif cation between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has given loan to a wholly owned subsidiary of the company .In respect of the said loan , the maximum amount outstanding during the year is 133.10 Lacs

(b) The Company has taken interest free unsecured loans amounted to Rs. NIL from the party covered in the register maintained under section 301 of the Companies Act, 1956..

(c) The other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company

(d) The payments of the Principal amount are regular.

4. In our opinion and according to the information provided by the Company to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control procedures.

5. In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements enter in the register maintained under section 301 of the Companies Act, 1956 and aggregating during

For G.C. Patel & Co. Chartered Accountants

Sd/-

Gnaneshwar C. Patel Place: Mumbai Partner

Date: 29/05/2010 M. No. 47327

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