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Auditor Report of Vani Commercial Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of VANI COMMERCIALS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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

2. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the act'') with respect to 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are 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

3. 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.

4. 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 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 accounting policies used and the reasonableness of the accounting estimates made by the Company''s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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 31st March 2015, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (1l) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

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

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. 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 referred to in paragraph 7 Our Report of even date to the members of VANI COMMERCIALS LIMITED on the accounts of the company for the year ended 31st March, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; and no material discrepancies were noticed on such verification.

ii. The Company is a Non Banking Finance Company, primarily rendering financial services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

iii. The company has granted unsecured loans to a company covered in the register maintained under section 189 of the Act. The terms of the said loans are prima facie not prejudicial to the interest of the Company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Income-tax and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are demands of Income Tax pending, for the reason of mismatch of TDS Credits. The details of which have been provided in the Notes to Accounts;

(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 reporting delay in transferring such sums does not arise.

viii. As at 31st March, 2015 the accumulated losses of the Company are less than 50% of its net worth, however the Company has not incurred cash losses in the current financial year or immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

xii. During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Satyendra Mrinal & Associates Chartered Accountants FRN: 017068N



Sd/- S. K. Jain Place: New Delhi Partner Date : 29/05/2015 M.No.086103


Mar 31, 2014

We have audited the attached Balance Sheet of VANI COMMERCIALS LIMITED as at 31st March, 2014 and the Statement of Profit and Loss for the Year ended on that date annexed thereto, summary of significant accounting policies and explanatory information which we have signed under reference to this report.

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 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 fair presentation of financial statements that 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 said financial statements together with notes thereon and attached thereto give, in the prescribed manner, the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of subsection (4A) of section 227 of ''The Companies Act, 1956'' (the ''Act'') the comments are annexed herewith in the Annexure I attached with the report. Further 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 and Profit and 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 and Profit Loss Account and Cash Flow Statement referred to in this Report comply with the Accounting Standards referred to in Section 211(3C) of The Companies Act 1956.

e) On the basis of written representations received from the directors as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31st, 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 I to the Audit Report:

(i) (a) The details are not required as the company does not have any fixed assets.

(ii) The Company does not deal with the inventory. Therefore clause (a), (b) & (c) of para (ii) do not apply to the Company.

(iii) (a) The Company has granted unsecured loans to two companies covered in the register maintained under section 301 of the Companies Act, 1956. The amount involved in the said transactions at the end of the year is Rs. 73, 62,068/-. The terms of the loan are not prejudicial to the interest of the Company.

(b) The Company has not taken any unsecured loan from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, in the company there are adequate internal control procedure commensurate with the size of the Company and nature of its business with regard sale of services.

(v) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions made in pursuance of such contracts or arrangement have been made at a price which are reasonable having regard to prevailing market price at all relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit under section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of deposit) rules 1975 with regard to acceptance of deposits. Accordingly the clause does not apply to the company.

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

(viii) As informed by the management, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is regular in depositing undisputed Income Tax with appropriate authorities, the other statutory dues mentioned in the clause are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax were in arrears, as at 31st March, 2014 for a period of more than six months from the date it became payable.

(c) According to the information and explanation given to us, there are no dues of income tax which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs. 4,85,060.60/- at the end of financial year covered under audit and has not incurred any cash loss during the year under audit and in the immediately preceding financial year.

(xi) The Company has neither taken any loans from any Bank/Financial Institutions nor issued any debenture, the clause is not applicable to the Company.

(xii) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

(xiv) In our opinion and according to information and explanation given to us the company is not a dealer or trader in securities. However the company has invested some funds in shares of other companies for which proper records have been maintained and the shares have been held in the name of the company.

(xv) As informed to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and records examined by us the company has not taken any term loan, the clause is not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds have been raised on short-term basis thus the clause is not applicable to the Company.

(xviii) The Company has not made any preferential allotment, the clause is not applicable to the Company.

(xix) According to the information and explanations given to us, during the year covered under audit, the company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

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

For Satyendra Mrinal & Associates Chartered Accountants FRN: 017068N

Sd/- S.K Jain Place: New Delhi Partner Date: 30-05-2014 M.No. 086103


Mar 31, 2013

We have audited the attached Balance Sheet of VANI COMMERCIALS LIMITED as at 31st March, 2013 and the Statement of Profit and Loss for the Year ended on that date annexed thereto, summary of significant accounting policies and explanatory information which we have signed under reference to this report.

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 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 fair presentation of financial statements that 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 said financial statements together with notes thereon and attached thereto give, in the prescribed manner, the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of subsection (4A) of section 227 of ''The Companies Act, 1956'' (the ''Act'') the comments are annexed herewith in the Annexure I attached with the report.

Further 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 and Profit and Loss Account referred to in this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and Profit Loss Account referred to in this Report comply with the Accounting Standards referred to in Section 211(3C) of The Companies Act, 1956.

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

Annexure to the Audit Report:

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

(b) All assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The substantial part of Fixed Assets has not been disposed off during the year.

(ii) The Company does not deal with the inventory. Therefore clause (a), (b) & (c) of para (ii) do not apply to the Company.

(iii) (a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act 1956 and the amount involved at the end of the year was Rs. 19439804/-

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The interest wherever payable on loan given by the company is regularly served, there is no stipulation regarding repayment of principal.

(d) The Company has not taken unsecured loan from companies/firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, therefore clause e,f,g,h of the para (iii) of the said order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, in the company there are adequate internal control procedure commensurate with the size of the Company and nature of its business with regard to purchase of fixed assets and for sale of services.

(v) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered and the transactions made in pursuance of such contracts or arrangement have been made at a price which are reasonable having regard to prevailing market price at all relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit under section 58A and 58AA of the Companies Act, 1956 and the companies (Acceptance of deposit) rules 1975 with regard to acceptance of deposits. Accordingly the clause does not apply to the company.

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

(viii) As informed by the management, the Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is regular in depositing undisputed Income Tax with appropriate authorities, the other statutory dues mentioned in the clause are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax were in arrears, as at 31st March, 2013 for a period of more than six months from the date it became payable.

(c) According to the information and explanation given to us, there are no dues of income tax which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs. 830363/- at the end of financial year. The company has not incurred any cash loss during the year under audit, however the Company has earned profit of Rs. 359028/- during the financial year.

(xi) The Company has neither taken any loans from any Bank/ Financial Institutions nor issued any debenture, the clause is not applicable to the Company.

(xii) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

(xiv) In our opinion and according to information and explanation given to us the company is not a dealer or trader in securities. However the company has invested some funds in shares of other companies for which proper records have been maintained and the shares have been held in the name of the company.

(xv) As informed to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and records examined by us the company has not taken any term loan, the clause is not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made preferential allotment to any person covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the year covered under audit, the company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. Place: New Delhi For Satyendra Mrinal & Associates

Date: 28/05/2013 Chartered Accountants FRN: 017068N

Sd/- S.K. Jain Partner M.No. 086103


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s Vani Commercials Limited as at 31st March, 2012 and also the Profit and Loss for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether 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.

3. As required by the companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

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

ii) 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.

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and 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.

v) On the basis of written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clauses (g) of sub – section (1) of section 274 of the Companies Act, 1956;

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

Annexure to the Audit Report:

(i) The Company does not have any Fixed Assets at the end of the Financial Year. In this view the reporting requirement prescribed under clause 1 of the order is Not Applicable to the Company.

(ii) As the company does not deal in the Purchase and Sale of goods and there is no opening stock at the end of the year. This clause does not apply to the company.

(iii) (a) The Company has granted unsecured loans to 2 parties covered in the register maintained under section 301 of the Companies Act 1956 and the amount involved at the end of the year was Rs. 17903050/- (b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The interest wherever payable on loan given by the company is regularly served, there is no stipulation regarding repayment of principal.

(d) The Company has not taken unsecured loan from companies/firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, therefore clause e,f,g,h of the para (iii) of the said order are not applicable to the company.

(iv) The company has not purchased any Inventory or Fixed Assets during the year, the clause in not applicable.

(v) The company did not carry the business during the year so the clause is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit under section 58A and 58AA of the Companies Act, 1956 and the companies (Acceptance of deposit) rules 1975 with regard to acceptance of deposits. Accordingly the clause does not apply to the company.

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

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs. 1189391/- at the end of financial year. The company has not incurred any cash loss during the year under audit, however the Company has earned profit of Rs. 290457/- during the financial year.

(xi) The Company has neither taken any loans from any Bank/ Financial Institutions nor issued any debenture, the clause is not applicable to the Company.

(xii) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

(xiv) The company is not a dealer or trader in securities.

(xv) As informed to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and records examined by us the company has not taken any term loan, the clause is not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment during the financial year.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

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

Place: New Delhi For Satyendra Mrinal & Associates Date: 30/05/2012 Chartered Accountants FRN: 017068N

Sd/- S.K. Jain Partner M.No. 086103


Mar 31, 2011

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether 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.

3. As required by the companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

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

ii) 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.

iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

iv) In our opinion, the Balance Sheet and 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.

v) On the basis of written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clauses (g) of sub – section (1) of section 274 of the Companies Act, 1956;

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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

Annexure to the Audit Report:

(i) The Company does not have any Fixed Assets at the end of the Financial Year. In this view the reporting requirement prescribed under clause 1 of the order is Not Applicable to the Company.

(ii) As the company does not deal in the Purchase and Sale of goods and there is no opening stock at the end of the year. This clause does not apply to the company.

(iii) (a) The Company has granted unsecured loans to 8 parties covered in the register maintained under section 301 of the Companies Act 1956 and the amount involved at the end of the year was Rs. 17457399/- (b) In our opinion, the rate of interest and other terms and conditions on which loans have been given to the parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The interest wherever payable on loan given by the company is regularly served, there is no stipulation regarding repayment of principal.

(d) The Company has not taken unsecured loan from companies/firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, therefore clause e,f,g,h of the para (iii) of the said order are not applicable to the company.

(iv) The company has not purchased any Inventory or Fixed Assets during the year, the clause in not applicable.

(v) The company did not carry the business during the year so the clause is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit under section 58A and 58AA of the Companies Act, 1956 and the companies (Acceptance of deposit) rules 1975 with regard to acceptance of deposits. Accordingly the clause does not apply to the company.

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

(viii) The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs. 1479848/- at the end of financial year. The company has not incurred any cash loss during the year under audit, however the Company has earned profit of Rs. 223338/- during the financial year.

(xi) The Company has neither taken any loans from any Bank/ Financial Institutions nor issued any debenture, the clause is not applicable to the Company.

(xii) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

(xiv) The company is not a dealer or trader in securities.

(xv) As informed to us the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us and records examined by us the company has not taken any term loan, the clause is not applicable to the Company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has made preferential allotment of 10,50,000 equity shares during the year to the parties, other than those covered u/s 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures.

(xx) The Company has not raised any money by public issues.

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

Place: New Delhi For Satyendra Mrinal & Associates Date: 28/05/2011 Chartered Accountants FRN: 017068N

Sd/- S.K. Jain Partner M.No. 086103

 
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