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Auditor Report of Veritas (India) Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of VERITAS India Limited ("the Company"}, which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation 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 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 there under.

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 misstatements.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2015, 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) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending Taxation litigations on its financial position in its financial statements as referred to in Note 24 to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required onion-term contracts including derivative contracts.

(iii) There has been no delay in transferring amounts, required to be transferred, to the investor Education and Protection Fund by the Company.

The Annexure referred to in our independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended March 31, 2015, we report that:

(i) In respect of its fixed assets:

[a) The Company has maintained proper records showing fuii particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

(ii) In respect of its inventories:

{a} As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

{b} In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

[cf in our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) In respect of loans, secured or unsecured, granted by the Company to Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

(a) 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. Therefore, the provisions of sub clauses {a) & (b) of clause 4(iii) of the Order are not applicable to the Company.

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

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

(vi) The Central Government has not prescribed maintenance of Cost Records under section 148(1) of the Companies Act, 2013, for any of the activities carried out by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears as at March 31, 2015 for a period of more than six month from the date they became payable.

(b) According to information and explanations given to us, the following dues of income Tax and Sales Tax / Value Added Tax have not been deposited by the Company on account of disputes;

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

Income Tax Income fax and 15,94,86,510 A,Y, 2010- CLT Act, 1961 Interest {refer note} 2011 (Appeals)

Income Tax Income Tax and 2,88,56,550 A,Y, 2011- CLT Act, 1961 interest {refer note} 2012 (Appeals)

Income Tax Income Tax and 10,88,885 Various Assessing Act, 1961 Interest Years Officer

Income Tax TDS, interest 51,770 Various Assessing Act, 1961 and Penalty Years Officer (TDS Cell)

MVAT Act, Sales Tax, 2,09,534 A.Y™ 2009- Sales Tax 2002 Interest and] 2010 Officer (STO) Penalty

Note-1: Net of amounts poid under appeal,

(c) According to information and explanations given to us, there is no such amounts which were required to be transferred to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have any accumulated losses as at the end of the financial year and has not incurred cash losses during the current financial year and in the immediately preceding financial year,

(ix) Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks,

(x) The Company has given guarantee / stand by letter of credit to bank for loans taken by its wholly owned subsidiary from bank. In our opinion and according to the information and explanations given to us, the terms and conditions are not prejudicial to the interest of the Company.

(xi) The Company has not availed any Term Loan during the period from banks or financial institutions during the year. Accordingly, the provisions of clause 4(xi} of the order are not applicable to the Company,

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

For Shabbir S Bagasrawala

Chartered Accountants

Sd/-

ShabbtrS Bagasrawala

Place: Mumbai (Proprietor]

Date: 30/05/2015 Membership No- 039B65


Mar 31, 2014

We have audited the accompanying financial statements of VERITAS (INDIA) LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2014 annexed thereto, and a summary of significant accounting policies and other explanatory information.

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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.

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 misstatements.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of 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.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Statement of Profit and Loss, of the profit 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. ''

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

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

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

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

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

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

e) on the basis of written representations received from the directors 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;

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

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in the paragraph 1 of our report of even date to the Members of VERITAS (INDIA)

LIMITED on the accounts for the period ended March 31, 2014.)

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. In respect of its fixed assets:

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

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any disposal of fixed assets during the period and the going concern status of the Company is not affected.

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) in our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956, according to the information and explanations given to us:

a) The Company has, during the year, not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of the Order are not applicable to the Company.

b) The Company has, during the year, not taken any loans, secured or unsecured from companies, firms or other covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4{iii) (f) and (g) of the Order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Companyand nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems:

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the period was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us, in respect of statutory and other dues:

a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Profession Tax, Customs Duty and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of aforesaid dues, in arrears as at March 31, 2014 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us and the records of the Company examined by us, there are no undisputed dues in respect of Provident Fund, Employees''

State Insurance, Sales Tax, Profession Tax and Customs Duty which have not been deposited. The following are the particulars of Income tax dues not deposited by the Company on account of disputes:

Name of the Nature of the Amount* Period to Forum where Statute Dues (Rs in crores) which the dispute is amount relates pending

Income Tax Act, Income Tax 23.95 2009-10 Commissioner 1961 (Appeals)

Income Tax Act, Income Tax 3.61 2010-11 Commissioner 1961 (Appeals)

*Amount as per demand orders including interest and penalty wherever indicated in the order.

10. The Company has no accumulated losses as at the end of the financial period. The Company has not incurred cash losses during the current financial period.

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arises.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. The company has given guarantee for loans taken by subsidiary from banks or financial institutions during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

15. The company has given guarantee for loans taken by subsidiary from banks or financial institutions during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has not taken any Term Loan during the period from banks or financial institutions during the period. Accordingly, the provisions of clause 4(xvi) of the order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short- term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. The company has not raised any monies by way of public issues during the period.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the period.

FOR SHABBIR S. BAGASRAWALA CHARTERED ACCOUNTANTS

Sd/-

Place: Mumbai PROPRIETOR

Date: 30/05/2014. Membership No-039865


Mar 31, 2013

We have audited the accompanying financial statements of VERITAS (INDIA) LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period ended March 31, 2013 annexed thereto, and a summary of significant accounting policies and other explanatory information.

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.

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 misstatements.

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.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) in the case of the Statement of Profit and Loss Account, of the profit 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.

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

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

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

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

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

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

e) on the basis of written representations received from the directors as on 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.

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. In respect of its fixed assets:

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

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the Company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any disposal of fixed assets during the period and the going concern status of the Company is not affected. .

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified during the period by the Management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company 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. Therefore, the provisions of sub clauses (a) to (d) of clause 4(iii) of the Order are not applicable to the Company.

(i) The Company has taken interest free unsecured loan of Rs.47,84,000/- (P.Y.Rs.5,77,58,000/-) from a party covered in the register maintained under section 301 of the Companies Act, 1956.

In respect of the said loan, the maximum amount outstanding at any time during the year was Rs.50,59,390/- {P.Y. Rs.5,77,30,800/-) and the year-end balance is Rs.NIL (P.Y.Rs.3,59,390/-).

(ii) The terms and conditions of such loan are, in our opinion, prima facie not prejudicial to the interest of the Company.

(iii) The Company is regular in payment of loan as per the terms and conditions of such loan.

(iv) There is no overdue amount of such loan taken from aforesaid party.

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

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the period, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the period was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company during the period has been generally regular in depositing with the appropriate authorities undisputed statutory dues, Income Tax, Maharashtra Value Added Tax, Profession Tax etc and other material statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2013 for the of six month.

10. The Company has no accumulated losses as at the end of the financial period. The Company has not incurred cash losses during the current financial period. -

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arises.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion, and according to the information and explanations give to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the order are not applicable to the Company. ,

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

16. The Company has not availed any Term Loan during the period from banks or financial institutions during the period. Accordingly, the provisions of clause 4(xvi) of the order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. The company has not raised any monies by way of public issues during the period.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the period.

FOR SHABBIR S. BAGASRAWALA

CHARTERED ACCOUNTANTS

Sd/~

SHABBIR S. BAGASRAWALA

(PROPRIETOR)

Membership No - 039865



Place: Mumbai

Date: 30/05/2013


Mar 31, 2011

1. We have audited the attached Balance Sheet of VERITAS (INDIA) LIMITED as at 31st March, 2011, the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 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 overa) 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 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 and 5 of the said order,

4. Further to our comments in the Annexure referred to above, we report that:

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2011 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, 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;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2011;

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

iii) In the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in the paragraph 3 of our report of even date to the Members of VERITAS (INDIA) LIMITED on the accounts for the year ended 31st March, 2011.)

1. in respect of its fixed assets:

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

b) The Fixed Assets have been physically verified by the management at reasonable intervals which in our opinion, is reasonable having regards to the size of the company. The discrepancies noticed on such verification were not material and have been properly dealt with in the books of Accounts.

c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposal of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventories:

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and the discrepancies noticed on such physical verification between physical stock and book records were not material and have been adequately dealt with in the books of account.

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956:

a) The Company 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. As the Company has not granted any loans, secured or unsecured, to parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraph (iii)(b), (c) and (d) of the Order, are not applicable.

b) The Company has taken interest free unsecured loan during the year from directors. fn respect of the said loans, the maximum amount outstanding at any time during the year was Rs.99,65,800/- and the year-end balance is Rs.6,97,800/-

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

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered into the register in pursuance of section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prices at which the transactions for similar goods/ services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules frame there under.

7. In our opinion the internal audit functions carried out during the year was commensurate with the size of the company and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the activities carried out by the Company.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) The Company during the year has been generally regular in depositing with the appropriate authorities undisputed statutory dues, including Provident Fund, Employees State Insurance, income Tax, Value Added Tax, Central Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31 March 2011 for the period of six months

10. The Company does not have any accumulated losses as at the end of the financial year. The Company has not incurred cash losses during the current financial year and in the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks.

12. According to information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence, the question of maintenance of adequate records for this purpose does not arise.

13. In our opinion and according to information and explanations given to us, the company is not a chit fund / nidhi / mutual benefit fund or society. Therefore the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion, and according to the information and explanations give to us, the Company is not a dealer or trader in shares, securities, debentures and other investments Accordingly, the provisions of clause 4{xiv) of the order are not applicable to the Company.

15. The Company has given guarantee for loans taken by Subsidiary Company from banks during the year. According to the information and explanations give to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. To the best of our knowledge and belief and according to the information and explanations given to us in our opinion, term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956 during the year.

19. According to the information and explanation given to us and records examined by us, the Company has not issued any debentures; therefore clause (xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. The Company has not raised any monies by way of public issues during the year.

21. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For SHABBIR S BAGASRAWALA

CHARTERED ACCOUNTANTS

Sd/-

(Shabbir S Bagasrawala)

Proprietor

Membership No - 39865

Place: Mumbai

Dated: 30thay, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of Veritas (India) limited, as at 31st March 2010 and the related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express our opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (the Act) and on the basis of such checks of the books & records of the Company as we considered appropriate and according to the information and explanation given to us, we Annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

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

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in sub- section (3C) of section 211 of the Act.

e) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon / attached thereto and the Schedule of Significant Accounting Policies given in the prescribed manner the information required by the Companies Act and give a true and fair view in conformity with the Accounting principles generally accepted in India.

I. In case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

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

5. On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board of Directors, none of the Directors are disqualified as on 31st March, 2010 from being appointed as Director in terms of clause (g) of sub section (1) of section 274 of the Act.

Annexure to the Auditors Report (Referred to in paragraph 3 of our report of even date)

i) The Nature of the Companys business/activities during the year is such that clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the Company for the year under date, which is specifically reported herein.

ii) In respect of its Fixed Assets:

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

b) As explained to us, the Fixed Assets are being physically verified at reasonable intervals, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. According to the information and explanation given to us no material discrepancies were noticed on such verification.

iii) In respect of its Inventories:

a) As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv) In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, to the best of our knowledge and according to the information and explanations given to us:

a) The Company has taken loan from parties covered in register u/s 301 and the year end balance is Rs 435,000/- (P.Y. Rs 38,921,500/-)

b) In our opinion, the rate of interest & other terms & conditions of such loans is prima facie not prejudicial to the interest of the Company.

c) The payment of principal amount & interest (if any) during the year have been regular as per stipulations.

d) There are no overdue amounts of more than Rs. 100,000/- in respect of loan taken by the company.

v) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of goods, fixed assets and for the sale of goods and services. Further based on our examination and according to the information & explanation given to us we have neither come across nor have been refereed of any major weakness in the internal control.

vi) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956:

a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b) According to the information and explanations given to us, the transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vii) In our opinion and according to the information and explanation given to us, the Company has not accepted deposits from the public as per section 58A and 58AA of the Companies Act, 1956.

viii) In our opinion, the internal audit functions carried out during the year by the Companys internal audit department have been commensurate with the size and the nature of its business.

ix) According to information and explanation given to us, the maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

x) According to the information and explanations given to us, in respect of statutory and other dues:

a) The Company has been regular in depositing undisputed statutory dues, including, Sales Tax, Custom Duty, Cess and any other statutory dues applicable to the Company with the appropriate authorities during the year. The outstanding Income tax dues of various Assessments year is Rs 148,753/-as at date.

b) There are no undisputed statutory dues outstanding as on 31st March 2010, for the period of more than six months, from the date of becoming payable. Except as stated in clause x (a) of the report.

xi) According to the information and explanations given to us, the Company has no accumulated losses, as at 31st March, 2010 and the Company has not incurred cash losses in the immediate preceding financial year.

xii) According to the records of the Company examined by us and the information and explanation given to us, we are of the opinion that the Company has not defaulted in the repayment of dues of financial institutions and banks.

xiii) The provision of any special statute applicable to the chit fund/nidhi/mutual benefit fund /societies is not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

xvi) In our opinion and according to information and explanations given to us, no guarantees have been given by the Company for loans taken by others from banks or financial Institutions.

xvii) According to cash flow statements and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa, other than temporary deployment pending application,

xviii) The Company has made preferential allotment of 950,000 equity shares to two parties covered in the register maintained under section 301 of the Companies Act 1956.

xix) According to information and explanations given to us, the Company has not issued any debentures and hence clause xix is not applicable.

xx) The Company has raised money during the year and on the basis of examination and according to the information & explanation given to us, we are of the opinion that the said funds have been utilized for financing the working capital requirement of the Company and its subsidiary.

xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India and to the best of our knowledge and belief and according to the information and explanation given to us, we have neither come across any material fraud on or by the Company was noticed or reported during the year nor have we been informed of any such cases by the management.

Place: Mumbai For Shabbir S Bagasrawala Date: 7th July, 2010 Chartered Accountants Sd/- Proprietor M.No. 39865

 
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