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Auditor Report of Vivid Global Industries Ltd.

Mar 31, 2016

To the Members of

M/s VIVID GLOBAL INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s VIVID GLOBAL INDUSTRIES LIMITED which comprise the Balance Sheet as at March 31,2016, the Statement of Profit and Loss, 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 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.

Auditor’s Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profit/Loss and its Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. According to the information and explanation given to us, there is a disputed matter under the Central Excise Act. The company is facing a court cases with The Central Excise Department in respect of Modvat credit claimed for F.Y. 1994-95 The company has preferred an appeal against the said order and is confident of succeeding in this appeal. The contingent liability for this matter is Rs.1,14,000/- plus Interest till the date of the finalization of the matter (if applicable). Out of the same the company has deposited Rs.50,000/- with the Excise Department.

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

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

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of the Company for the year ended March 31, 2016:

1) (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 in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2) (a) The management has conducted the physical verification of inventory at reasonable intervals.

(b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt within the books of account were not material.

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5 The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under subsection (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7) According to information and explanations given to us and on the basis of our examination of the books of account, and records:

a) the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities.

b) no undisputed amounts payable in respect of the above were in arrears as at March 31, 2016 for a period of more than six months from the date on when they become payable.

c) there is a disputed matter under the Central Excise Act. The company is facing a court cases with The Central Excise Department in respect of Modvat credit claimed for F.Y. 1994-95 The company has preferred an appeal against the said order and is confident of succeeding in this appeal. The contingent liability for this matter is Rs.1,14,000/- plus Interest till the date of the finalization of the matter (if applicable). Out of the same the company has deposited Rs.50,000/- with the Excise Department.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review to the wife of the Managing Director of 2,57,070 Eq. Shares of Rs.5/- each. This is within a permissible limits set up by SEBI Regulations and at the price ascertained by the necessary guidelines.

15) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

“Annexure B” to the Independent Auditor’s Report of even date on the Financial Statements of M/s VIVID GLOBAL INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s VIVID GLOBAL INDUSTRIES LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company (if any);

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For K. M. Kapadia & Associates

(Chartered Accountants)

Firm Reg. No. 104777W

Sd/-

Place: Mumbai (Kamlesh M Kapadia)

Dated: 24th May 2016 Membership No.: 039707


Mar 31, 2015

We have audited the accompanying financial statements of M/s VIVID GLOBAL INDUSTRIES LIMITED, which comprise the Balance Sheet as at 31 March 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 in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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;

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

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

Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order,2015, issued by the Central Government of India in term of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

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 appears from our examination of those books (and proper returns adequate for the purposes of our audit have been received from the branches not visited by us)

c) the Balance Sheet, and the Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.[and the returns received from the branches not visited by us]

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

e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

g) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i. According to the information and explanation given to us, there is a disputed matter under the Excise law. The company is facing court cases with The Central Excise Department in respect of Modvat credit claimed for F.Y. 1994-95 The company has preferred an appeal against the said order and is confident of succeeding in this appeal. The contingent liability for this matter is Rs.1,14,000/-(Out of the same the company has deposited Rs.50,000/- with the Excise Department.)

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long 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 [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which required to be transferred ]

For K. M. Kapadia & Associates Chartered Accountants Sd/-

Firm Registration No.104777 W) CA. Kamlesh Kapadia M. No. 39707

Place: Mumbai Date: 19.5.2015


Mar 31, 2014

We have audited the accompanying financial statements of VIVID GLOBAL INDUSTRIES 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

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 Responsibilty

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient 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 to be read with the Notes to Accounts thereon 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 Profit and Loss Account, of the Profit/ loss for the year ended on that date; and

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

Report on the legal & regulatory requirments

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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, 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 notifcation 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF VIVID GLOBAL INDUSTRIES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained reasonable records, showing particulars like the situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verifed once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The preparation of Financial Statements on a going concern basis is not affected on this account.

II (a) The Stock of Goods have been physically verifed by the management during the year at reasonable intervals. In our opinion the frequency of verifcation is reasonable.

(b) The procedure of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining reasonable records of inventory. The discrepancies noticed on verifcation between the physical stock and book records were not material.

III 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 loans secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March 2014 is Rs. Nil. The maximum amount due from such loans during the year was Rs. Nil.

The company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties listed in the register maintained under section 301 of the Companies Act, 1956 and the balance outstanding as on 31.03.2014 is Rs. 80.00 Lakhs. The maximum amount involved during the year was Rs.80.00 Lakhs.

The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(a) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable, and other terms and conditions are not prima – facie prejudicial to the interest of the company.

(b) In respect of the loans taken by the company, the principal as well as interest is regularly paid by the company.

(c) There is no over due amount in respect of the loans taken by the company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of the business for the purchase of the inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-à-vis the prevailing market prices at the relevant time.

VI During the year under review the Company has not accepted Loan or Deposits. Hence no Deposits have been accepted from public during the year.

VII The company has Internal Audit system commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. undr Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has been depositing with appropriate authorities the statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some nominal delays have been noticed in the payment of the same during the year.

(b) According to the information and explanation given to us, there is a disputed matter under the Excise law. The company is facing court cases with The Central Excise Department in respect of Modvat credit claimed for F.Y. 1994-95 The company has preferred an appeal against the said order and is confdent of succeeding in this appeal. The contingent liability for this matter is Rs.1,14,000/- (Out of the same the company has deposited Rs.50,000/ – with the Excise Department.)

X The Company has not recorded any losses in the period covered by this audit. However the company has brought forward the losses of the earlier years, the details of the brought forward unabsorbed depreciation and Book Loss are as follows:

DETAILS OF BROUGHT FORWARD LOSS OR DEPRECIATION ALLOWANCE PART T B, CLAUSE 25 Exhibit 5

Sr.No. Financial Year Depreciation Cash Loss Rs. Rs.

1 2008-09 19,15,685 78,45,155

2 2011-12 1,53,844 18,68,148

XI As per the explanation and information given to us the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceeding years.

XII The Company has not granted loan and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares ,securities, debentures and other investments. Therefore the provision of clause (xiv) of the said order are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XVI According to the information and explanation of the Company, term loan taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examinations of the balance sheet of the company, we report that fund raised on short term basis have not been used for long term investment and vice-versa.

XVIII During the year, the company has made any preferential allotment of 1,50,000 Equity Shares of Rs. 10/ – each at par to the parties and the company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our reports the Company has not raised any money by the public issues.

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

For K M Kapadia & Associates. FRN: 104777 W CA.Kamlesh Kapadia Membership No. :039707

Place:Mumbai Date:29th May 2014


Mar 31, 2013

Report on the fnancial Statements

We have audited the accompanying fnancial statements of VIVID GLOBAL INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s responsibility for the fnancial statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements to be read with the Notes to Accounts thereon 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 Proft and Loss Account, of the proft/ loss for the year ended on that date; and

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

Report on the legal & 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 specifed 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 Proft 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 Proft 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 disqualifed 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 notifcation 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 REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF VIVID GLOBAL INDUSTRIES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained reasonable records, showing particulars like the situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verifed once during the year by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The preparation of Financial Statements on a going concern basis is not affected on this account.

II (a) The Stock of Goods have been physically verifed by the management during the year at reasonable intervals. In our opinion the frequency of verifcation is reasonable.

(b) The procedure of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining reasonable records of inventory. The discrepancies noticed on verifcation between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the company to/from companies, frms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The company has not granted loans secured / unsecured to the companies, frms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March 2013 is Rs. Nil. The maximum amount due from such loans during the year was Rs. Nil.

The company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties listed in the register maintained under section 301 of the Companies Act, 1956 and the balance outstanding as on 31.03.2013 is Rs. 80.00 Lakhs. The maximum amount involved during the year was Rs.100.00 Lakhs.

The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable, and other terms and conditions are not prima – facie prejudicial to the interest of the company.

(c) In respect of the loans taken by the company, the principal as well as interest is regularly paid by the company.

(d) There is no over due amount in respect of the loans taken by the company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the natures of the business for the purchase of the inventory and fxed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or notice

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-à-vis the prevailing market prices at the relevant time.

VI During the year under review the Company has not accepted Loan or Deposits. Hence no Deposits have been accepted from public during the year.

VII The company has Internal Audit system commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has been depositing with appropriate authorities the statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some nominal delays have been noticed in the payment of the same during the year.

(b) According to the information and explanation given to us, there is a disputed matter under the Excise law. The company is facing court cases with The Central Excise Department in respect of Modvat credit claimed for F.Y. 1994-95 The company has preferred an appeal against the said order and is confdent of succeeding in this appeal. The contingent liability for this matter is Rs.1,14,000/-(Out of the same the company has deposited Rs.50,000/ – with the Excise Department.)

X The Company has not recorded any losses in the period covered by this audit. However the company has brought forward the losses of the earlier years, the details of the brought forward unabsorbed depreciation and Book Loss are as follows:

DETAILS OF BROUGHT FORWARD LOSS OR DEPRECIATION ALLOWANCE PART

B,CLAUSE 25 Exhibit 5

Sr. Financial Depreciation Cash Loss No. Year Rs. Rs.

1 2008-09 19,15,685 78,45,155

2 2011-12 1,53,844 18,68,148

XI As per the explanation and information given to us the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceeding years.

XII The Company has not granted loan and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi/ mutual beneft fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares ,securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XVI According to the information and explanation of the Company, term taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examinations of the balance sheet of the company, we report that fund raised on short term basis have not been used for long term investment and vice-versa.

XVIII During the year, the company has not made any preferential allotment of shares to the parties and the company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our reports the Company has not raised any money by the public issues.

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

For K M Kapadia & Associates

FRN: 104777 W

CA.Kamlesh Kapadia

Membership No. :039707 Place: Mumbai

Date : 29th May 2013


Mar 31, 2012

We have audited the attached Balance Sheet of M/S VIVID GLOBAL INDUSTRIES LIMITED, as at 31st March, 2012 and also the Proft and Loss Account for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

As required by the Companies (Auditor's Report) Order, 2003 issued by the Department of Company Affairs, Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

Further to our comments in the Annexure referred to 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 purposes of our audit

ii In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

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

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

v In our opinion, no cess is payable under section 441A

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

In our opinion and to the best of our information and according to the explanations given to us, subject to the 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:

a. In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF VIVID GLOBAL INDUSTRIES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Government of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained reasonable records, showing particulars like the situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verifed once during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The preparation of Financial Statements on a going concern basis is not affected on this account.

II (a) The Stock of Goods have been physically verifed by the management during the year at reasonable intervals. In our opinion the frequency of verifcation is reasonable.

(b) The procedure of physical verifcation of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining reasonable records of inventory. The discrepancies noticed on verifcation between the physical stock and book records were not material.

III In respect of loans, secured or unsecured, granted or taken by the company to/from companies, frms or other parties covered in the register maintained under section 301 of the companies Act, 1956;

(a) The company has not granted loans secured / unsecured to the companies, frms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March 2012 is Rs. Nil. The maximum amount due from such loans during the year was Rs. Nil.

The company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties and the balance outstanding as on 31.03.2012 is Rs. Nil. The maximum amount involved during the year was Rs. Nil.

The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(a) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable, and other terms and conditions are not prima – facie prejudicial to the interest of the company.

(b) In respect of the loans taken by the company, the principal as well as interest is regularly paid by the company.

(c) There is no over due amount in respect of the loans taken by the company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of business for the purchase of the inventory and fxed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis à vis the prevailing market prices at the relevant time.

VI During the year under review the Company has not accepted Loan or Deposits. Hence no Deposits have been accepted from public during the year.

VII The company has Internal Audit system commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has been depositing with appropriate authorities the statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some nominal delays have been noticed in the payment of the same during the year.

(b) According to the information and explanation given to us, there are no disputed matters under any of the statute under the law.

X The Company has not recorded any losses in the period covered by this audit as well as the fnancial year immediately preceeding this audit. However as the company has brought forward the losses of the earlier years, the details of the Cash Loss brought forward by them are as follows:

XI As per the explanation and information given to us the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceeding years.

XII The Company has not granted loan and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi/ mutual beneft fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares ,securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XVI According to the information and explanation of the Company, term taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examinations of the balance sheet of the company, we report that fund raised on short term basis have not been used for long term investment and vice versa.

XVIII During the year, the company has not made any preferential allotment of shares to the parties and the company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our reports the Company has not raised any money by the public issues.

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

For K.M. KAPADIA & ASSOCIATES (Chartered Accountants)



Membership No.39707

Place: Mumbai. Date : 31/07/2012


Mar 31, 2011

We have audited the attached Balance Sheet of M/S VIVID GLOBAL INDUSTRIES LIMITED, as at 31st March, 2011 and also the Profit and Loss Account 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.

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

As required by the Companies (Auditor's Report) Order, 2003 issued by the Department of Company Affairs, Govern- ment of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appro- priate and according to the information and explanations given to us.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were neces- sary for the purposes of our audit

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

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

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

v. In our opinion, no cess is payable under section 441A

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 is disqualified as on 31st March 2011 from being ap- pointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; In our opinion and to the best of our information and according to the explanations given to us, subject to the 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:

a. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF VIVID GLOBAL INDUSTRIES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Govern- ment of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained reasonable records, showing particulars like the situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verified once during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The preparation of Financial Statements on a going concern basis is not affected on this account.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

III 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 loans secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31st March 2011 is Rs. Nil. The maximum amount due from such loans during the year was Rs. Nil.

The company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties and the balance outstanding as on 31.03.2011 is Rs. Nil. The maximum amount involved during the year was Rs. Nil.

The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable, and other terms and conditions are not prima- facie prejudicial to the interest of the company.

(c) In respect of the loans taken by the company, the principal as well as interest is regularly paid by the company.

(d) There is no over due amount in respect of the loans taken by the company.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of business for the purchase of the inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-à-vis the prevailing market prices at the relevant time.

VI During the year under review the Company has not accepted Loan or Deposits. Hence no Deposits have been accepted from public during the year.

VII The company has Internal Audit system commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt. under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has been depositing with appropriate authorities the statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some nominal delays have been noticed in the payment of the same during the year.

(b) According to the information and explanation given to us, there are no disputed matters under any of the statute under the law.

X The Company has not recorded any losses in the period covered by this audit as well as the financial year immediately preceeding this audit. However as the company has brought forward the losses of the earlier years, the details of the Cash Loss brought forward by them are as follows:

DETAILS OF BROUGHT FORWARD LOSS OR DEPRECIATION ALLOWANCE PART B, CLAUSE 25 Exhibit 5

Sr. Financial Depriciation Cash Loss No. year

1 2001-02 33,22,601 12,32,592

2 2003-04 31,03,317 68,63,786 3 2005-06 14,64,382 54,57,552

4 2006-07 19,14,972 41,35,258

5 2008-09 19,15,685 78,45,155

XI As per the explanation and information given to us the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceeding years.

XII The Company has not granted loan and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares ,securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XVI According to the information and explanation of the Company, term taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall examinations of the balance sheet of the company, we report that fund raised on short term basis have not been used for long term investment and vice-versa.

XVIII During the year, the company has not made any preferential allotment of shares to the parties and the company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our reports the Company has not raised any money by the public issues.

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

For K. M. KAPADIA & ASSOCIATES

(KAMLESH KAPADIA) Membership No.39707

Place: Mumbai Date : 17/08/2011


Mar 31, 2010

We have audited the attached Balance Sheet of M/S VIVID GLOBAL INDUSTRIES LIMITED, as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments 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 pre- sentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Department of Company Affairs, Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order on the basis of such checks as we considered appropriate and according to the information and explanations given to us.

Further to our comments in the Annexure referred to 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 purposes of our audit

ii. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

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

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

v. In our opinion, no cess is payable under section 441A

On the basis of written representations received from the Directors, as on 31st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956,

In our opinion and to the best of our information and according to the explanations given to us, subject to the 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:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and

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



ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE SHAREHOLDERS OF VIVID GLOBAL INDUSTRIES LIMITED

As required by the Companies (Auditors Report) Order, 2003 issued by the department of Company Affairs, Govern- ment of India in terms of Section 227(4A) of the Companies Act 1956 and on the basis of such checks of Books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state that:

I (a) The Company has maintained reasonable records, showing particulars like the situation of Fixed Assets.

(b) We are informed that most of the Fixed Assets have been verified once during the year, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed by the management as compared with the records maintained by the Company.

(c) The preparation of Financial Statements on a going concern basis is not affected on this account.

II (a) The Stock of Goods have been physically verified by the management during the year at reasonable intervals. In our opinion the frequency of verification is reasonable.

(b) The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining reasonable records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material.

III 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 loans secured / unsecured to the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The balance amount due to be received from these parties as on 31" March 2010 is Rs. Nil. The maximum amount due from such loans during the year was Rs. Nil.

The company has taken interest free / interest bearing loans, secured / unsecured in the earlier years from various parties and the balance outstanding as on 31.03.2010 is Rs. Nil. The maximum amount involved during the year was Rs Nil.

However the registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information and explanation given to us, the rate of interest in case of loan taken, wherever applicable, and other terms and conditions are not prima- facie prejudicial to the interest of the company.

(c) In respect of the loans taken by the company, the principal as well as interest is regularly paid by the company.

(d) There is no over due amount in respect of the loans taken by the company

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the natures of the business for the purchase of the inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness in internal controls were either reported or noticed.

V. (a) The registers required to be maintained u/s 301 of the Companies Act 1956 have been maintained in the prescribed format by the Company.

(b) In our opinion and according to the information given to us all the transactions entered into by the Company with related parties in pursuance to Section 301 of the Companies Act have been done with fair amount of reasonability vis-a-vis the prevailing market prices at the relevant time.

VI During the year under review the Company has not accepted Loan or Deposits. Hence no Deposits have been accepted from public during the year

VII The company has Internal Audit system commensurate with its size and nature of its business.

VIII No Cost Records have been prescribed by the Central Govt, under Clause (d) of Sub Section (1) of Section 209 of the Companies Act, 1956.

IX (a) According to the records of the Company, the Company has been depositing with appropriate authorities the statutory dues such as Provident Fund, Employees State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it. However some nominal delays have been noticed in the payment of the same during the year.

(b) According to the information and explanation given to us, there are no disputed matters under any of the statute under the law. .

X The Company has accumulated losses for the following financial years.

DETAILS OF BROUGHT FORWARD LOSS OR DEPRECIATION ALLOWANCE PART

B, CLAUSE 25 Exhibit 5

Sr. Assessment Nature of Loss/ Amount Amount Assessment

No. year Allowance Returned Assessed Order

Rs. Rs. Rs. Reference

1 1997-98 Depreciation 42.49,717 4,249,717 CIT (A) ORDER DT.11.12. 2000

2 1999-00 Depreciation 44,51.443 44,51,443

Business Loss 23,24,406 23.24,406

3 2000-01 Depreciation 11.97.218 11,97,218

4 2001-02 Business Loss 67,295 67,295

Depreciation 27,55,584 27,55,584

5 2002-03 Business Loss - CIT (A) ORDER 2002-03 Depreciation 29,05,955 29,05,955 DT. 24.05. 2008

6 2004-05 Business Loss 12,81,826 Not yet Assessed

2004-05 Depreciation 16,01,568 Not yet Assessed

7 2007-08 Depreciation 8,68,793 Not Yet Assessed

Depreciation 6,24,381 Not Yet Assessed

8 2009-10 Business Loss 71,42,607 Not Yet Assessed

XI As per the explanation and information given to us the Company has not defaulted in repayment of any dues to any Financial Institution or Banks. There is no issue of any Debentures by the Company in the year under review or any of the preceeding years.

Xli The Company has not granted loan and advances on the basis of security by way of pledge of Shares, debentures or other securities.

XIII In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Therefore, the provision of clause 4 (xiii) of said order are not applicable to the company.

XIV In our opinion, the company is not dealing in or trading in shares .securities, debentures and other investments. Therefore the provision of clause (xiv) of the said are not applicable to the Company.

XV According to the information and explanation given to us, the company has not given any guarantee for the loans taken by others from Banks and Financial Institutions. Accordingly, clause 4(xv) of the said order is not applicable.

XVI According to the information and explanation of the Company, term taken have been applied for the purpose for which they were obtained.

XVII In our opinion and according to the information and explanations given to us and on an overall exami nations of the balance sheet of the company, we report that fund raised on short term basis have not been used for long term investment and vice-versa.

XVIII During the year, the company has not made any preferential allotment of shares to the parties and the company covered in the register maintained under section 301 of the Act.

XIX In our opinion and according to the information and explanation given to us, the company has not issued any debentures during the period covered by our report. Accordingly, clause 4 (xix) of the said order is not applicable.

XX During the period covered by our reports the Company has not raised any money by the public issues.

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

Place: Mumbai. For K.M. KAPADIA & ASSOCIATES

Date: 18/08/2010 (Chartered Accountants)

Membership No.39707

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