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Auditor Report of VCK Capital Market Services Ltd.

Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of VCK CAPITAL MARKET SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 of these Standalone 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 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these Standalone 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. 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 standalone 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, subject to the matter stated under emphasis of matter:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

Emphasis on Matters

We draw attention to the following matterS in the Notes to the financial statements:

[1] Note No. 10 on reclassification of certain investments as stock in trade during the financial year 2014-15.

[2] Note No. 12(2) under Long Term Loans and Advances regarding no additional write off/provisioning required for other loans, pending final outcome of a sub judice claim preferred by the Company. Also, the Company has been allotted fully paid equity shares at par against certain loans outstanding as at 1st April, 2014, which was also a related subject matter of the above sub-judice loan.

[3] Note No. 13 on Long Term Trade Receivables, regarding allotment of fully paid equity shares at par against certain outstanding amounts, which has been classified as stock in trade.

[4] Note No. 14(1) regarding determination of the net realizable value of stock in trade, which has been considered as the fair market value on the basis of Rule 11U and 11UA of the Income Tax Rules.

[5] Note No. 14(2) regarding classification of a Company as an Associate Company under Section 2(6) of the Companies Act, 2013. Consolidated financial statements have not been prepared since the shares are held as stock in trade and would be disposed of in the near future.

[6] Note No 13 on credit balances lying in certain dormant banking accounts, where no write off/adjustment has been done pending final outcome of the appeal preferred by the Company.

[7] Note 33 regarding non funding of gratuity liability.

Our opinion is qualified in respect of the matters stated under items 2, since the same could have a significant impact on the financials of the Company, which are not determinable presently.

Our opinion is not modified in respect of the other matters

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 Companies Act 2013, we give in the Annexure 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 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

(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 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(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:

(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 for which there were any material foreseeable losses.

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

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET SERVICE LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31, 2015

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

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. However, during the year, the fixed assets of the Company comprising of only land and building appurtenant thereto have been fully disposed of.

2. (a) The stock of shares have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable.

(b) In our opinion, the procedures of physical verification of stock of shares followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been noticed on the physical verification of stock of shares.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii

(a) and iii(b) of paragraph 3 the order are not applicable to the Company.

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

5. The Company has not accepted any Deposits during the year and, accordingly, the provisions of Clauses V of Paragraph 3 of the Order is not applicable to the Company. An aggregate amount of 30,000/- is outstanding against such Deposits accepted by the Company in the earlier years. The Company has transferred an aggregate amount of 45,533/- against such unclaimed Deposit [inclusive of Interest] to the Investors Education and Protection Fund in an earlier year.

6. As per information and explanation given by the management, maintenance of cost records have not been prescribed by the Central Government under sub-section (1) of section 148 of the Act for the type of business the Company is currently in.

7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a period of more than six months from the date they became payable,.

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

(c) According to the information and explanations given to us, there were no amounts required to be transferred during the year to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

8. The accumulated losses of the Company as at 31st March, 2015 of Rs 602.45 lacs was more than 50% of the net worth of the Company on the said date. There was no cash loss during the year. However, The Company had incurred a cash loss of Rs 13.56 lacs in the immediately preceding financial year.

In arriving at the accumulated losses and net worth as above, we have considered the quantifications which are quantifiable in the audit reports of the years to which these losses pertain.

9. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (ix) of paragraph 3 of the said order is not applicable.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution during the year and, accordingly, the provisions of clause (x) of paragraph 3 of the said order is not applicable for the relevant year.

11. The Company has not raised any term loan during the year and, accordingly, the provisions of clause (xi) of paragraph 3 of the said order is not applicable for the relevant year.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

Ravi Kumar Venkatesan Membership No. 052145 Partner

For and on Behalf of S. RAMANAND AIYAR & CO., Chartered Accountants (Regn. No. 000990N)

114F/1D, Selimpur Road, Kolkata - 700031

Dated : May 29, 2015


Mar 31, 2014

We have audited the accompanying financial statements of VCK CAPI- TAL MARKET SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the finan- cial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Compa- nies Act, 1956 ("the Act”) (which continue to be applicable in respect of Section 133 of the Companies Act 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementa- tion and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial state- ments based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Ac- countants of India. Those Standards require that we comply with ethi- cal requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from mate- rial 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 state- ments, whether due to fraud or error. In making those risk assess- ments, the auditor considers internal control relevant to the Com- pany''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circum- stances. An audit also includes evaluating the appropriateness of ac- counting policies used and the reasonableness of the accounting esti- mates made by management, as well as evaluating the overall presen- tation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, subject to matters stated under Emphasis Of Matter herein below

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

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

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

Emphasis of Matter

Attention is drawn to the following notes:

Note No 11(2) under Long Term Loans and Advances regarding no additional write off/ provisioning required for other loans, pending final outcome of a sub judice claim preferred by the Company,

Note No 12 on Long Term Trade Receivables, where also no addi- tional write off/ provisioning is required pending final outcome of a sub judice claim preferred by the Company,

Note No 13 on credit balances lying in certain dormant banking accounts, where no write off/ adjustment has been done pending final outcome of an appeal preferred by the Company.

Note 29 regarding non funding of gratuity liability

Our report is qualified in respect of the above matters since it could have a significant impact on the profits of the Company, which are not determinable presently

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order”) issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a state- ment on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the pur- pose 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 examina- tion of those books;

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

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

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

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET SERVICES LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH, 2014.

On the basis of such checks as we considered appropriate and accord- ing to the information and explanation given to us during the course of our audit, we report that :

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

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

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

2. (a) The stock of shares of the Company has been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion the procedures of physical verification of stock of shares followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been no- ticed on the physical verification of stock of shares.

3. (a) According to the information and explanations given to us

and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unse- cured, to companies, firms or other parties listed in the reg- ister maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken an aggregate amount of interest free unsecured loan of Rs 26.29 lacs (previous year. 12,68 lacs), including balances outstanding at the beginning of the year, from 2 Companies which are Parties covered in the register maintained under section 301 of the Companies Act, 1956. The terms and conditions of the amounts so borrowed are not prejudicial to the interests of the Company. Since the loan amounts taken are long term in nature and no specific repayment schedule have been specified by the Companies, provisions of clause iii(g) of the order are not applicable

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control proce- dure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets, purchases and sale of shares/investment, payment for expenses and for sale of services. Further, during the course of our audit, no major in- stance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the man- agement, the particulars of contracts or arrangements re- ferred to in section 301 of the Act, if any, have been entered in the register required to be maintained under that section.

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

6. Since the Company has stopped accepting any deposits from the public, we are not commenting on the compliance of the provi- sions of section 58A and 58AA of the Companies Act, 1956. An aggregate amount of Rs 30000/- is outstanding against such de- posits accepted by the Company in the earlier years. The Com- pany has transferred an aggregate amount of Rs 45533/- against such unclaimed deposit (inclusive of interest) to the Investor Education and Protection Fund.

7. In our opinion, the Company has an adequate internal Audit sys- tem commensurate with the size of the Company and the nature of its business.

8. As per information and explanation given by the management, maintenance of cost records have not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the type of business the Company is currently in.

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

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

10. The accumulated losses of the Company as at 31st March, 2014 of Rs 613.09 lacs was more than 50% of the net worth of the Com- pany on the said date. There Company has incurred a cash loss of Rs 13.56 lacs during the relevant financial year and Rs 114.10 lacs in the ommediately preceding financial year.

11. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (xi) of paragraph 4 of the said order is not applicable.

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

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

14. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of trans- actions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by the Company in its own name except to the extent of exemp- tions, if any granted under section 49 of the Companies Act 1956.

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

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

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

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

19. The Company has not issued any debentures and accordingly clause (xiiiv) of paragraph 4 of the said order does not apply to the Company for the relevant year.

20. The Company has not raised any money by public issue during the year, and accordingly, clause (xx) of paragraph 4 of the said order is not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of any such case by the man- agement.

Ravi Kumar Venkatesan Membership No. 52145 Partner

For and On Behalf of S. RAMANAND AIYAR & CO., Chartered Accountants (Regn. No. 000990N)

Date : May 27, 2014 114F/1D, Selimpur Road, Kolkata - 700031


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of VCK CAPITAL MARKET SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical re- quirements 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 proce- dures 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 prepara- tion 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 man- agement, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, subject to matters stated under Emphasis Of Matter herein below

(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 loss for the year ended on that date; and

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

EMPHASIS OF MATTER

Attention is drawn to the following notes :

- Note No 11(2) under Long Term Loans and Advances regarding no additional write off/ provisioning required for other loans, pending final outcome of a sub-judice claim preferred by the Company,

- Note No 12 on Long Term Trade Receivables, where also no additional write off/ provisioning is required pending final out- come of a sub-judice claim preferred by the Company,

- Note No 14 on credit balances lying in certain dormant banking accounts, where no write off/ adjustment has been done pending final outcome of an appeal preferred by the Company.

- Note 30 regarding non funding of gratuity liability Our report is qualified in respect of the above matters since it could have a significant impact on the profits of the Company

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

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

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF VCK CAPITAL MARKET SERVICES LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED MARCH 31 , 2013.

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

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

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

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

2. (a) The stock of shares of the Company has been physically verified by the Management during the year. In our opinion, the fre- quency of verification is reasonable.

(b) (b) In our opinion the procedures of physical verification of stock of shares followed by the Management are reasonable and ade- quate in relation to the size of the Company and the nature of its business.

(c) On the basis of the examination of the inventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been noticed on the physical verification of stock of shares.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Com- pany has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not appli- cable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Com- pany has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Compa- nies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

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

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

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

6. Since the Company has stopped accepting any deposits from the public, we are not commenting on the compliance of the provisions of section 58A and 58AA of the Companies Act, 1956. An aggregate amount of ^ 30,000/- is outstanding against such deposits accepted by the Company in the earlier years. The Company has transferred an aggregate amount of ^ 45,533/- against such unclaimed deposit (inclusive of interest) to the Investor Education and Protection Fund.

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

8. As per information and explanation given by the management, maintenance of cost records have not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the type of business the Company is currently in.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on March 31, 2013 for a period of more than six months from the date they became payable.

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

10. The accumulated losses of the Company as at March 31, 2013 of ^ 598.33 lacs was more than 50% of the net worth of the Company on the said date. There Company has incurred a cash loss of" 114.10 lacs during the relevant financial year and ^ 9.22 lacs in the immediately preceding financial year.

11. Since the Company has not taken any loan amounts from any financial institution or bank during the year under reference, clause (xi) of paragraph 4 of the said order is not applicable.

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

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

14. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transac- tions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by the Company in its own name except to the extent of exemptions, if any granted under section 49 of the Companies Act 1956.

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

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

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

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

19. The Company has not issued any debentures and accordingly clause (xiiiv) of paragraph 4 of the said order does not apply to the Com- pany for the relevant year.

20. The Company has not raised any money by public issue during the year, and accordingly, clause (xx) of paragraph 4 of the said order is not applicable.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices and based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of any such case by the management.

For and On Behalf of

S. RAMANAND AIYAR & CO.,

Chartered Accountants

Ravi Kumar Venkatesan

Partner

Place : Kolkata Membership No. 52145

Date : May 28, 2013

Registration No. 000990N


Mar 31, 2012

1. We have audited the attached Balance Sheet of VCK Capital Market Services Limited as at 31st March 2012 and also the Profit and Loss Account for the year ended on the date annexed thereto and the Cash Flow Statement for the year ended on the date, all of which we have signed under reference to this report. The financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these Financial Statements based on our Audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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 reason- able basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, including the Companies (Auditor's Re- port) (Amendment) Order 2 004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 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 explanations given to us, we report that:

i) a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets of the Company have been physically verified by the management at the yearend and no discrepancies have been noticed on such verification.

c) During the year, substantial part of the fixed assets, have not been disposed of by the Company.

ii) a) The stock of the shares of the Company has been physically verified by the management during the year. In our opinion the frequency of verifications is reasonable.

b) In our opinion, the procedures of physical verification of stock of shares followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been noticed on the physical verification of stock of shares.

iii) a) The Company has not granted any loans to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and accordingly, matters specified in clauses iii (a), iii (b), iii (c) and iii (d) to paragraph 4 of the said Order do not apply to the Company for the relevant year.

b) The Company has taken an interest free unsecured loan of Rs.5,34,000/- from a Company listed in the register maintained under Section 301 of the Companies Act, 1956. The terms and conditions of the loan taken are not prejudicial to the interests of the Company. The amount of loan taken is repayable on demand.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of Fixed Assets and the purchase and sale of s ha res/investments and for sale of services.

Further, during the course of our Audit we have neither come across nor have we been in- formed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v) a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each party during the year, if any, have been entered in the register.

b) In our opinion and according to the information and explanations given to us, the afore- said transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted and deposits from the public during the year. An aggregate amount of Rs.30,000/- is outstanding against such deposits accepted by the Company in the earlier years. The Company has transferred the said unclaimed deposit amount to the Investor Education and Protection Fund. Since the Company has stopped accepting deposits from the public, we are not commenting on the compliance of the provisions of section 58A and 58AA of the Companies Act 1956.

vii) In our opinion, the Company has an adequate Internal Audit system commensurate with the size of the company and the nature of its business.

viii) Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-Section (i)Section 209 of the Companies Act 1956 for the type of Business the Company is currently in.

ix) a) According to the information and explanation given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing during the year undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, if any.

According to the information and explanations given to us and the records examined by us no undisputed arrears of statutory dues were outstanding as at March 31, 2012 for a period of more than six months from the date the amount became payable.

b) According to the information and explanation given to us and the records of the Company examined by us as at March 31, 2012, there were 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 accumulated losses of the Company at the end of the Financial Year ended on March 31, 2012 are lower than 50% of the Net Worth as on the said date. The Company incurred Cash Loss amounting to Rs.9,22,086/- during the relevant Financial Year and Rs.9,96,087/-in the immediately preceding financial year.

xi) According to the records of the Company, examined by us, and the information and explanations given to us, the Company has neither any outstanding dues to any Financial Institution or Bank or Debenture Holders at the beginning of the Year nor has it obtained any loans from such parties during the year.

xii) The Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities and accordingly, matters specified in clause (xii)to Paragraph 4 of the said order is not applicable.

xiii) The provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by the Company in its own name except to the extent of exemptions, if any granted under section 49 of the Companies Act 1956.

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

xvi) The Company has not taken any term loans during the year and accordingly clause (xiv) of paragraph 4 of the said Order is not applicable.

xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion there are no funds raised on a short term basis which have been used for long term investments and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act during the year.

xix) The Company has not issued any debentures and, accordingly, clause (xix) of paragraph 4 of the said Order is not applicable.

xx) The Company has not raised any money by public issue during the year and accordingly, clause (xx)of Paragraph 4 of the said Order is not applicable.

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

4. Further to our comments in Paragraph 3 above, we report that :-

i) 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.

ii) 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 those books.

iii) The Balance Sheet and the 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 com- ply with the applicable Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Act.

v) On the basis of written presentations received from the directors 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 Clause (g) of Sub-Section of Section (1) 274 of the Act.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts together with the Notes thereon and attached thereto and the Significant Accounting Policies and subject to the following Notes, whose impact on the Company's Profit wherever ascertainable, is stated in the respective notes :

1. Note under Schedule 8 (Non Current Investment-Long Term) regarding non provision of shortfall of Rs 1,06,02,409/- in the value of long term quoted investments, and

2. Note under Schedule 5 (Long Term Provision) in respect of non funding of Gratuity liability, and

3. Note under Schedule 9 (Long Term Loans and Advances) in respect of Provision in respect of Sub Standard Assets given in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

b) In the case of the Profit and Loss Account, of the loss for the year ended on that date;

c) In the case of the cash flow statement, of the cash flow for the year ended on that date.

RAVI KUMAR VENKATESAN

Membership No. 52145

Registration No. 315056E Partner

FOR AND ON BEHALF OF

R. K. VENKATESAN &CO.,

Chartered Accountants 114B/1, Selimpur Road,

Kolkata - 700031

Kolkata

Dated : May 29,2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of VCK Capital Market Services Limited as at 31st March 2011 and also the Profit and Loss Account for the year ended on the date annexed thereto and the Cash Flow Statement for the year ended on the date, all of which we have signed under reference to this report. The financial statements are the responsibil- ity of the Company's Management. Our responsibil- ity is to express an opinion on these Financial State- ments based on our Audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003, including the Companies (Auditor's Re- port) (Amendment) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956 of India (the Act) and on the basis of such checks as we consid- ered appropriate and according to the information and explanations given to us, we report that:

i) a) The Company has maintained proper records to show full particulars includ- ing quantitative details and situation of its fixed assets.

b) The fixed assets of the Company have been physically verified by the manage- ment at the year end and no discrepan- cies have been noticed on such verifica- tion.

c) During the year, substantial part of the fixed assets, have not been disposed of by the Company.

ii) a) The stock of the shares of the Company has been physically verified by the man- agement during the year. In our opinion the frequency of verifications is reason- able.

b) In our opinion, the procedures of physi- cal verification of stock of shares fol- lowed by the management are reason- able and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of in- ventory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrep- ancies have been noticed on the physi- cal verification of stock of shares.

iii) The Company has neither granted nor taken any loans to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, matters specified in clauses iii (a), iii (b), iii (c) and iii (d) to para- graph 4 of the said Order do not apply to the Company for the relevant year.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of Fixed Assets and the purchase and sale of shares/ Investments and for sale of services.

Further, during the course of our Audit we have neither come across nor have we been informed of any instance of continuing fail- ure to correct major weaknesses in the afore- said internal control procedures.

v) a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each party during the year, if any, have been entered in the register.

b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at prices which are reason- able having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. An aggre- gate amount of Rs. 30000/- is outstanding against such deposits accepted by the Com- pany in the earlier years. The Company has not maintained adequate amounts in liquid assets in the form of fixed deposits (in cur- rent account/fixed deposits) with Banks. However, necessary steps are being taken by the Company for transferring the said un- claimed deposit amount to the Investor Edu- cation and Protection Fund. Since the Com- pany has stopped accepting deposits from the public, we are not commenting on the compliance of the provisions of section 58A and 58AA of the Companies Act 1956.

vii) In our opinion, the Company has an ade- quate internal Audit system commensurate with the size of the company and the nature of its business.

viii) Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of Sub-Section (i) Section 209 of the Companies Act 1956 for the type of Busi- ness the Company is currently in.

ix) a) According to the information and expla- nation given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in deposit- ing during the year undisputed statu- tory dues including investor education and protection fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, if any, except unclaimed deposit of Rs. 30,000/-, which is in the process of being transferred to the Investor Educa- tion and Protection Fund.

According to the information and expla- nations given to us and the records examined by us no undisputed arrears of statutory dues were outstanding as at March 31, 2011 for a period of more than six months from the date the amount became payable..

b) According to the information and expla- nation given to us and the records of the Company examined by us as at March 31, 2011, there were no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess, which have not been deposited on ac- count of any dispute.

x) The accumulated losses of the Company at the end of the Financial Year ended on March 31, 2011 are lower than 50% of the Net Worth as on the said date. The Company incurred Cash Loss amounting to Rs. 9,96,087/- during the relevant Financial Year and Rs. 23,97,978/- in the immediately preceding financial year.

xi) According to the records of the Company, examined by us, and the information and explanations given to us, the Company has neither any outstanding dues to any Financial Institution or Bank or Debenture Holders at the beginning of the Year nor has it obtained any loans from such parties during the year.

xii) The Company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other secu- rities and accordingly, matters specified in clause (xii) to Paragraph 4 of the said order is not applicable.

xiii) The provisions of any special statute applica- ble to Chit Fund/Nidhi/Mutual Benefit Socie- ties are not applicable to the Company.

xiv) In our opinion and according to the informa- tion and explanations given to us, the Com- pany has maintained proper records of trans- actions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by the Company in its own name except to the extent of exemptions, if any granted un- der section 49 of the Companies Act 1956.

xv) In our opinion and according to the informa- tion and explanation given to us, the Com- pany has not given any guarantee for the loans taken by others from banks or financial institutions during the year.

xvi) The Company has not taken any term loans during the year and accordingly clause (xiv) of paragraph 4 of the said Order is not appli- cable.

xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion there are no funds raised on a short term basis which have been used for long term investments and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act during the year.

xix) The Company has not issued any debentures and, accordingly, clause (xix) of paragraph 4 of the said Order is not applicable.

xx) The Company has not raised any money by public issue during the year and accordingly, clause (xx) of Paragraph 4 of the said Order is not applicable.

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

4. Further to our comments in Paragraph 3 above, we report that :-

i) We have obtained all the information and explanations, which to the best of our knowl- edge and belief were necessary for the pur- pose of our audit.

ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our exami- nation of those books;

iii) The Balance Sheet and the 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 applicable Accounting Stan- dards referred to in Sub-Section (3C) of Sec- tion 211 of the Act.

v) On the basis of written presentations re- ceived from the directors and taken on re- cord 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 Clause (g) of Sub-Section of Section (1) 274 of the Act.

vi) In our opinion and to the best of our infor- mation and according to the explanations given to us, the said Accounts together with the Notes thereon and attached thereto and the Significant Accounting Policies and sub- ject to the following Notes in Schedule 13, whose impact on the Company's Profit wherever ascertainable, is stated in the re- spective notes :

1. Note No. 3 regarding non provision of shortfall of Rs.1,05,84,483/- in the value of long term quoted investments, and

2. Note No 2 in respect of non funding of Gratuity liability, and give in the prescribed manner the informa- tion required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of Balance Sheet, of the state of affairs of the Company as on March 31, 2011

b) In the case of the Profit and Loss Ac- count, of the loss for the year ended on that date.

c) In the case of the cash flow statement, of the cash flow for the year ended on that date.

RAVI KUMAR VENKATESAN Membership No. 52145 Registration No. 315056E Partner

FOR AND ON BEHALF OF R. K. VENKATESAN & CO., Chartered Accountants 114B/1, Selimpur Road, Kolkata - 700031

Kolkata Dated : May 30, 2011






Mar 31, 2010

1. We have audited the attached Balance Sheet of VCK Capi- tal Market Services Limited as at 31st March 2010 and also the Profit and Loss Account for the year ended on the date annexed thereto and the Cash Flow Statement for the year ended on the date, all of which we have signed under ref- erence to this report. The financial statements are the responsibility of the Companys Management. Our respon- sibility is to express an opinion on these Financial State- ments based on our Audit.

2. We conducted our audit in accordance with auditing stan- dards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclo- sures 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 (Auditors Report) Order, 2003, including the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Govern- ment of India in terms of sub-section (4A) of Section 227 of the Companies Act 1956 of India (the Act) and on the basis of such checks as we considered appropriate and accord- ing to the information and explanations given to us, we report that:

i) a) The Company has maintained proper re-

cords to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets of the Company have been physically verified by the management at the year end and no discrepancies have been noticed on such verification.

c) During the year, substantial part of the fixed assets, have not been disposed of by the Company.

ii) a) The stock of the shares of the Company has been physically verified by the management during the year. In our opinion the fre- quency of verifications is reasonable.

b) In our opinion, the procedures of physical verification of stock of shares followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of inven- tory records, in our opinion, the Company is maintaining proper records of stock of shares. No material discrepancies have been noticed on the physical verification of stock of shares.

iii) The Company has neither granted nor taken any loans to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, matters specified in clauses iii (a), iii (b), iii (c) and iii (d) to paragraph 4 of the said Order do not ap- ply to the Company for the relevant year.

iv) In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of Fixed Assets and the purchase and sale of shares/Investments and for sale of ser- vices.

Further, during the course of our Audit we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control procedures.

v) a) As explained to us and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lacs in respect of each _ party during the year, if any, have been entered in the register.

b) In our opinion and according to the informa- tion and explanations given to us, the afore- said transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) The Company has not accepted any deposits from the public during the year. An aggregate amount of Rs. 30000/- is outstanding against such deposits accepted by the Company in the earlier years. The Company maintained adequate amounts in liquid assets in the form of deposits (in current account) with Banks. Since the Company has stopped ac- cepting deposits from the public, we are not com- menting on the compliance of the provisions of section 58A and 58AA of the Companies Act 1956.

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

viii) Maintenance of cost records has not been pre- scribed by the Central Government under Clause (d) of Sub-Section (i) Section 209 of the Compa- nies Act 1956 for the type of Business the Com- pany is currently in.

ix) a) According to the information and explana- tion given to us and according to the books and records as produced and examined by us, in our opinion, the Company has been regular in depositing dur-ing the year undis- puted statutory dues including investor education and protection fund, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, except the following :

ITEM AMOUNT DUE DATE DATE PAID

(Rs.)

Tax Deducted At 386.00 07.05.2009 15.06.2009 Source



According to the information and explana- tions given to us and the records examined by us no undisputed arrears of statutory dues were outstanding as at March 31, 2010 for a period of more than six months from the date the amount became payable..

b) According to the information and explana- tion given to us and the records of the Com- pany examined by us as at March 31, 2010, there were 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 accumulated losses of the Company at the end of the Financial Year ended on March 31, 2010 are lower than 50% of the Net Worth as on the said date. The Company incurred Cash Loss amounting to Rs. 23,97,978/- during the relevant financial year and Rs 49,52,773/- in the immedi- ately preceding financial year.

xi) According to the records of the Company, exam- ined by us, and the information and explanations given to us, the Company has neither any out- standing dues to any Financial Institution or Bank or Debenture Holders at the beginning of the Year nor has it obtained any loans from such parties during the year.

xii) The Company has not granted any loans and ad- vances on the basis of securities by way of pledge of shares, debentures and other securities and accordingly, matters specified in clause (xii) to Paragraph 4 of the said order is not applicable.

xiii) The provisions of any special statute applicable to Chit Fund/Nidhi/Mutual Benefit Societies are not applicable to the Company.

xiv) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of transactions and contracts in respect of shares and timely entries have been made therein. Also, the shares and Securities are being held by the Company in its own name except to the extent of exemptions, if any granted under section 49 of the Companies Act 1956.

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

xvi) The Company has not taken any term loans during the year and accordingly clause (xiv) of paragraph 4 of the said Order is not applicable.

xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion there are no funds raised on a short term basis which have been used for long term investments and vice versa.

xviii) The Company has not made any preferential allot- ment of shares to parties and Companies covered in the register maintained under section 301 of the Act during the year.

xix) The Company has not issued any debentures and, accordingly, clause (xix) of paragraph 4 of the said Order is not applicable.

xx) The Company has not raised any money by public issue during the year and accordingly, clause (xx) of Paragraph 4 of the said Order is not applicable.

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

xxi) According to the records of the Company, exam- ined by us, and the information and explanations given to us, the Company has neither any out- standing dues to any Financial Institution or Bank or Debenture Holders at the beginning of the Year nor has it obtained any loans from such parties during the year.

4. Further to our comments in Paragraph 3 above, we re- port that :-

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our au- dit.

ii) 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 those books;

iii) The Balance Sheet and the 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 applicable Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Act.

v) On the basis of written presentations received from the directors and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section of Section (1) 274 of the Act.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts together with the Notes thereon and attached thereto and the Significant Account- ing Policies and subject to the following Notes in Schedule 15, whose impact on the Companys Profit wherever ascertainable, is stated in the respective notes :

1. Note No. 3 regarding non provision of short- fall of Rs. 1,30,09,675/- in the value of long term quoted investments, and

2. Note No 2 in respect of non funding of Gra- tuity liability, and give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles gener- ally accepted in India.

a) In the case of Balance Sheet, of the state of affairs of the Company as on March 31, 2010

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

c) In the case of the cash flow statement, of the cash flow for the year ended on that date.

RAVI KUMAR VENKATESAN

Membership No. 52145

Registration No. 315056E

Partner

FOR AND ON BEHALF OF

R. K. VENKATESAN & CO.,

Chartered Accountants

114B/1, Selimpur Road,

Kolkata - 700031

Kolkata

Dated : May 31, 2010



 
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