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Auditor Report of Zyden Gentec Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Zyden Gentec Limited which comprise the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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") 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.

Auditor''s Responsibility

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and;

1. The interest expense of Rs. 28,28,653/- have been reversed during the year and further not providing the interest payable in respect of Term loans and other facilities taken by the company which have been recalled by the banks and other financial institutions due to defaults by the company.

2. The Provision for Gratuity and Leave Encashment has not been provided by the Company.

Subject to above, the financial statements give a true and fair view in conformity with the accounting principles generally accepted in India.

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

b) In the case of Statement of Profit & Loss, of the loss of the Company for the year ended on that date and

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

Emphasis of the matter

We draw your attention to the following paras stated in Mote Mo. 28- other explanatory information:

1. Point No. (c) regarding not recognizing Deferred tax liability considering absence of virtual certainty.

2. Point No. (j) regarding not providing depreciation in respect of building, plant and Machinery and all other fixed assets installed at Hyderabad unit due to its being not in operation.

However, our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended, 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 sub-Section (3C) of Section 211 of the Companies Act, 1956 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

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

ANNEXURES TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 under the heading of "Report on other legal & Regulatory Requirements'' of our report of even date)

1) In respect of fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information. However, such records showing full particulars including quantitative details and situations of certain fixed assets are being updated.

b) As explained to us, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification, as per the explanations provided to us.

c) In our opinion and according to the information and explanation given to us, there is no substantial disposal of fixed assets during the year,

2) in respect of its inventories;

a) As explained to us, the inventories have been physically verified by the management during the year, in our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and 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. As explained to us no material discrepancies were noticed on verification between the physical stocks and the book records.

3) In respect of loans secured or unsecured loan, taken or granted by the company to/from companies, firms or other parties covered in the register maintained u/s 301 of the Companies Act, 1956:

a) As per information and explanations provided to us, the Company has granted unsecured loans to two Companies covered in the register maintained under section 301 of the Companies act, 1956. The maximum amount involved was Rs 138.48 lacs. The year end balance was Rs. 110.02 lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of Company.

c) Receipt of principal and interest is also regular wherever stipulated.

d) There was no overdue amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. 1 lac does not arise.

e) According to the information and explanations given to us, the Company has taken unsecured loan parties covered under 301 register of the Companies Act, 1950. Numbers of parties involved were 2 and maximum outstanding during the year was Rs,170.02 lacs and amount outstanding as on 31.03.2014 is Rs. 57.66 lacs;

f) Rate of interest and other terms & conditions of loan taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company,

g) Payment of principal and interest is also regular wherever stipulated.

4) In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and 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 such internal control system.

5) In respect of register maintained under section 301 of the companies act, 1956

a) Based on the information and explanation given to us, the transactions pertaining to contracts and arrangements that need to toe entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) According to information and explanation given to us, there are no transactions of purchase and sales entered into the register maintained under section 301 of the Companies Act, 1956 and prices of such are reasonable having regard to the prevailing market prices at the relevant time as explained to us.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public, hence question of complying with the directions issued by the Reserve Bank of India and the provisions of Section 5SA and 53AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public does not arise. No order was passed by company law Board, or National Company Law Tribunal or Reserve Ban k of India or any other tribunal and hence question of its compliance does not arise.

7) As informed to us the Company has own internal audit system commensurate with the size and the nature of its business. No external auditor is engaged for the purpose of Internal Audit.

8) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India, regarding maintenance of cost records under clause (d) of Sub-Section (1) of Section 209 of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however not carried out detailed examination of the same.

9) On the basis of the records produced to us, the company is irregular in depositing with appropriate authorities undisputed statutory dues of Provident Fund, Employee''s State Insurance, TDS and Sales Tax(VAT). To the best of our knowledge and according to the information and explanations given to us there were arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable such as Rs. 521371/- due towards PF, Rs. 26835/- due towards ITDS and Rs. 1270790/- due towards VAT and CST.

There were unpaid disputed dues of ESI of Rs. 210000/- The necessary documents as regards authority with whom appeal was filed could not be produced.

10) The Company has losses but do not have accumulated losses which are more than 50% of the net worth at the end of the Financial Year ended on 31st March, 2014. However, the Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

11) According to the information and explanations given to us, the Company has defaulted in repayment of dues to financial institutions and the banks of Rs. 9,25,55,990/- as on the balance sheet date after reversing the interest due to NPA of account. Please refer Note no. 3.1,5 and point (a) and (b) of note No.23- other explanatory information. Banks and financial institutions have recalled the loans and facilities.

12) On the basis of information and explanation given to us, the company has not granted any loan on the basis of security by way of pledge of shares, debenture and other securities. Therefore, the question of adequacy or otherwise of maintenance of documents and records in respect thereof does not arise.

13) The Company is not a chit fund/Nidhi/mutual benefit fund/society. Therefore, the provisions of the clause 4(xiii) of the order are not applicable on the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4(xiv) of the order are not applicable on the Company.

15) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) According to our audit procedure and on the basis of information and explanation given to us the term loan was applied for the purpose for which that loan was obtained.

17) According to the information and explanation 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, prima facie, have been used for the long term investment nor the long term loan have been used to finance short term assets except for permanent working capital.

18) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares.

19) According to the information and explanation given to us, during the period covered by our audit report, the Company has not issued any debentures. Accordingly, no security/charge has been created in respect of debentures issued.

20) The Company has not raised any money by public issue during the year.

21) 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 Rajvanshi & Associates Chartered Accountants (Firm Registration No. 005069C)

Sd/- Vikas Rajvanshi (Partner) M.No: 073670 Place : JAIPUR Dated : 30th May 2014


Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of ZYDEN GENTEC LIMITED which comprise the Balance Sheet as at 31st March, 2013, and the Statement of Profit & 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 f a i r view of the 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards required 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 auditors 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 auditors 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 opinion.

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013.

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

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

Emphasis of the matter

We draw your attention to the following paras stated in Note No.27- other explanatory information:

- Paras No. 2 and 3 regarding not providing the interest payable in respect of Term loans and other facilities taken by the company from banks and other financial institutions who have recalled the Term loans and other facilities due to defaults by the company; and

- Para No.18 regarding not providing depreciation in respect of building and plant and machinery of Hyderabad unit due to its being not in operation .

Our opinion is not qualified in respect of these matters.

Report on Other Legal and regulatory Requirements

1. As required by the Companies (Auditors 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 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, 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Referred to in Auditors Report of even date on the accounts of Zyden Gentec Limited, for the year ended 31st March, 2013)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the year.

ii) a) Inventory have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification , followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties and maximum amount involved was ONE & Rs 97.19 Lacs respectively. Year end balance was Rs. 93.85 lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has during the year taken loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved were THREE(Including parties with opening balance with no transactions during the year or whose accounts were squared up during the year) and Rs. 56.04 lacs respectively. Year end balance was Rs.39.43 lacs.

f) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public, hence question of complying with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public does not arise. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India, regarding maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) On the basis of the records produced to us, the company is irregular in depositing with appropriate authorities undisputed statutory dues of Provident Fund, Employee''s State Insurance, TDS and Sales Tax(VAT). To the best of our knowledge and according to the information and explanations given to us there were arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable, of Rs. 284172/- towards PF, Rs. 223000/- towards ESI, and Rs. 30874/- towards ITDS.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:- - Demand disputed for ESI Rs. 210000/- Papers as regards authority with whom appeal was filed could not be produced.

x) The Company has brought forward accumulated losses and has incurred cash losses during the year covered by our audit as well as in the immediately preceding financial year.

xi) In our opinion the company has defaulted in repayment of dues to financial institutions and banks .Please refer para 2 and 3 of note No.27- other explanatory information. Banks and financial institutions have recalled the loans and facilities.

xii) On the basis of verification of the accounts and records maintained by the company and as per 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.

xiii) The company is not a chit fund company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions and hence question of terms and conditions thereof being prima facie prejudicial to the interest of the Company, does not arise.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares .

xix) The Company has not issued any debentures during the year covered by our audit report , hence question of creation of security or charge for the same does not arise.

xx) The company has not raised any money by public issue during the year covered by our audit report, hence question of disclosure of end use of money raised does not arise. However end use of money raised in previous year by issue of shares on preferential basis to persons other than promoters has been disclosed and verified by us.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2013.

Sd/-

For ANAND JAIN & CO.

Chartered Accountants

FRN: 001857C

ANAND PRAKASH JAIN

Place : JAIPUR Proprietor

Dated : 30th May, 2013 M. No. 71045


Mar 31, 2012

1. We have audited the attached Balance Sheet of ZYDEN GENTEC LIMITED as at 31st March, 2012, the Statement of Profit & Loss Account & the Cash Flow statement of the Company 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 mis-statement. 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 the 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, 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 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 books, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

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

d) In our opinion the Balance Sheet, the statement of Profit & 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, to the extent applicable.

e) On the basis of the 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 disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said finanical statement subject to note no.3 in Notes on financial regarding non provision of interest on loans under negotiation and read together with other notes thereon and attached thereto give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

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

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

(Referred to in Auditors Report of even date on the accounts of Zyden Gentec Limited, for the year ended 31st March, 2012)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations thereof. However, such records showing full particulars including quantitative details and situations of certain fixed assets is being updated.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets have been disposed off during the year.

ii) a) Inventory have been physically verified during the year by the management and in our opinion the frequency of verification is reasonable.

b) As explained to us, the procedures for physical verification , followed by the management are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The company is maintaining proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on physical verification of the above items referred to in (a) above as compared to book records were properly dealt with in the books of account.

iii) a) Company has granted unsecured loans to companies covered in the register maintained under section 301 of the Companies Act, 1956. Number of parties and maximum amount involved was 1 & Rs. 87.52. Lacs respectively. Year end balance was also Rs. 87.52 Lacs.

b) Rates of interest and other terms and conditions of loans given by the Company, secured or unsecured, are not prima facie prejudicial to the interest of company; and

c) Receipt of principal and interest is also regular wherever stipulated;

d) There was no over due amount and consequently question of taking reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One Lac does not arise.

e) According to the information and explanations given to us, the Company has during the year taken loan, secured or unsecured, from companies, firms, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Number of parties and amount involved were 3 and Rs. 42.06 Lacs respectively. Year end balance was also R.42.06 Lacs.

f) Rate of interest and other terms & conditions of loans taken by the Company, secured or unsecured are not prima facie prejudicial to the interest of the Company and payment of principal amount and interest is also regular wherever stipulated.

iv) There are generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no continuing failure to correct major weakness in internal control system has been noticed.

v) The company has entered particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 in the register required to be maintained under that section and for transactions, the value of which exceeds Rupees five lacs in respect of any party during the period have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public, hence question of complying with the directions issued by the Reserve Bank of India and the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under in respect of deposits accepted from public does not arise. No order was passed by company law Board, or National Company Law Tribunal or Reserve Bank of India or under any Court or any other tribunal and hence question of its compliance does not arise.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government of India, regarding maintenance of cost records under clause (d) of Sub Section (1) of Section 209 of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) On the basis of the records produced to us, the company is irregular in depositing with appropriate authorities undisputed statutory dues of Provident Fund, Employee's State Insurance, TDS and Sales Tax(VAT). To the best of our knowledge and according to the information and explanations given to us there were arrears of undisputed outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date they become payable, of Rs. 247000 /- towards PF, Rs. 223000/- towards ESI, Rs. 1 160093/- towards VAT and Rs. 10007/- towards ITDS.

There were following unpaid disputed dues of Income Tax, Sales Tax, Service Tax, Wealth Tax Custom Tax (Duty), excise duty, and Cess:- - Demand disputed for ESI Rs. 210000/-

x) The Company has no brought forward accumulated losses and has incurred cash losses during the year covered by our audit but not in the immediately preceding financial year.

xi) In our opinion the company has defaulted in repayment of dues to following financial institutions and bank:

a) Term loan from SIDBI Rs.32.44 Lacs

b) Cash Credit facility from State

Bank of Hyderabad Rs.383.64 Lacs

Also refer note no. 3 in Notes on financial statements No. 27.

xii) On the basis of verification of the accounts and records maintained by the company and as per 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.

xiii) The company is not a chit fund company.

xiv) In respect of dealing in shares, securities, debentures & other investments proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures & other investments as may be applicable have been held by the Company in its own name.

xv) On the basis of information and explanations given, the Company has not given any guarantee for loans taken by others from bank or financial institutions and hence question of terms and conditions thereof being prima facie prejudicial to the interest of the Company, does not arise.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to various records examined by us, on an overall basis, funds raised on short term basis have prima facie, not been used during the year for long term investment.

xviii) According to the information and explanations given to us, the company has not during the year made any preferential allotment of shares except by conversion of warrants to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, and in our opinion the price at which these shares were allotted are not prima facie prejudicial to the interests of the Company.

xix) The company has not issued any debentures during the year covered by our audit report, hence question of creation of security or charge for the same does not arise.

xx) The company has not raised any money by public issue during the year covered by our audit report, hence question of disclosure of end use of money raised does not arise. However end use of money raised by issue of shares on preferential basis to persons other than promoters has been disclosed and verified by us.

Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2012. ade.

for Anand Jain & Co.,

Chartered Accountants

Sd/-

Anand Prakash Jain

Place : Jaipur Proprietor

M.No. 071045

Date : 30th May, 2012 FRN 001857C


Mar 31, 2010

1. We have audited the attached Balance Sheet of ZYDEN GENTEC LIMITED as at 31 st March, 2010, the Profit & Loss Account & the Cash Flow statement of the Company 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.

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 mis-statement. 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 the 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, and as amended by the Companies (Auditors Report)(Amendment) Order, 2004 issued by the Central 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.

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 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 books, and proper returns adequate for the purpose of our audit have been received from the branches not visited by us;

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

d. In our opinion the Balance Sheet, Profit & 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 the written representations received from the directors as on 31 st 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;

f. As the Central Government is yet to notify cess payable under Section 441 A, the reporting requirement under Section 227(3)(g) of the Companies Act, 1956 does not arise.

g. 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 31 st March, 2010;

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 flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Auditors Report of even date on the accounts of Zyden Gentec Limited for the year ended 31 st March, 2010)

i) a) The Company is maintaining proper records of fixed assets showing full particulars including quantitative details and situations there of.

b) As per information given to us the assets are physically verified by the management once a year, which in our opinion is reasonable. No material discrepancies were noticed on such verification carried out during the year.

c) No substantial part of fixed assets has been disposed off during the year which would have affected the going concern.

ii) a) The inventory has been physically verified during the year and in our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of the physical verification of inventory 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 proper records of inventory and according to the information and explanations given to us, material discrepancies noticed on such verification as compared to book records were properly dealt with in the books of account.

iii) a) Company has not granted any unsecured loans to companies covered in the register maintained under section 301 of the Companies A c t, 1 956.

Number of parties and amount involved therefore is NIL and consequently applicability of clause relating to rate of interest and other terms and conditions of loan given by the company, secured or unsecured, being not prima facie prejudicial to the interest of company, regularity of receipt of principal and interest, overdue amount and taking of reasonable steps for recovery of principal and interest when overdue amount is more than Rs. One lakh, does not arise.

b) According to the information and explanations given to us, the Company has taken unsecured loan from companies, firms, or other parlies covered in the register maintained under Section 301 of the Companies Act, 1956. Rate of interest and other terms and conditions of loan, secured or unsecured, are not prima facie

prejudicial to the interest of the company. Payment of principal and interest, wherever stipulated, is regular. Number of party involved is one and maximum outstanding during the year was Rs. 4,326,389/-.

iv) In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods. During the course of our audit, no continuing failure to correct major weakness in internal controls has been noticed.

v) The company has entered transactions in the register that were needed to be so entered in the register maintained under section 301 of the Companies Act, 1956. Company has not entered into any transaction, the value of which exceeds rupees five lacs in respect of any party during the year hence applicability of the clause of making the same at prices which are reasonable having regard to the prevailing market prices at the relevant time does not arise.

vi) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public during the year, hence

question of compliance with the directions issued by RBI and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under does not arise. As per information and explanations given to us the order from CLB or National Company Law Tribunal or RBI or any court or any other tribunal has not been received by the Company.

vii) The Company has an in-house internal audit system, which in our opinion is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account relating to the materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central government for the maintenance of cost records under Section 209( 1 )(d) of the companies Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

ix) a) On the basis of the Records produced to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection

Fund, Employee State Insurance, Income Tax, Sales Tax, wealth tax, Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues, applicable to it. To the best of our knowledge and according to the information and explanations given to us, there were no arrears of undisputed outstanding statutory dues at the last day of the financial year for a period of more than six months from the date they become payable.

b) According to the information and explanation given to us, there were no disputed dues of income tax, sales tax, Wealth Tax, Custom duty, Excise duty, and Cess which have not been deposited on account of any dispute.

x) The Companys has no accumulated losses and has covered by our audit and in the immediately preceding financial year.

xi) In our opinion the company has not defaulted in repayment of dues to a financial institution or bank.

xii) On the basis of verification of the accounts and records maintained by the company and as per 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.

Xiii) The company is not a chit fund company or nidhi/mutual benefit fund / society.

xiv) In respect of dealing in or trading in shares, securities, debentures and other investments, proper records of the transactions and contracts have been maintained with making of timely entries therein. There was no investment in the shares, securities, debentures and other investments as at the year end hence question of holding them in the name of company or otherwise does not arise.

xv) On the basis of information and explanations given, the company has not given any guarantee for loans taken by others from bank or financial institutions and hence the applicability of this clause regarding terms and conditions which are prejudicial to the interest of the company does not arise.

xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

xvii) According to the cash flow statement and other records examined by 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.

xviii) According to the information and explanations given to us, the company has not during the year made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, and consequently question of prices at which such shares were allotted, being not prejudicial to the interest of the company at that particular point of time does not arise.

xix) The company has not raised any money by public issue during the financial year covered by our audit report.

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

for Anand Jain &Co. for PMurali &Co.,

Chartered Accountants Chartered Accountants

Sd/- Sd/-

Anand Prakash Jain M V Joshi

Proprietor Partner

M. No.: 71045 M. No.: 24784

FRN001857C 6/3/655/2/3

C-l 1/24, Kaveri Path Somajiguda,

Shopping Centre, Mansarovar Hyderabad-500 082 Jaipur - 302 020

Place: Jaipur Place: Hyderabad

Date: 28th July, 2010 Date: 28th July, 2010

 
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