Auditor Report of Deco-Mica Ltd.

Mar 31, 2015

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

2. Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

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

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

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

4. Opinion

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

i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

ii. In the case of the 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.

5. Report on Other Legal and Regulatory Requirements

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

ii. 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements. (Refer Note 25).

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 5(i) of our report of even date to the Members of DECO-MICA LIMITED for the year ended 31st March 2015.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us, Fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

2. In respect of its Inventories :

(a) As explained to us, physical verification of the inventory was carried out at reasonable intervals by the management.

(b) In our opinion, and according to the information and explanation given to us, the procedure 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 explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3. In respect of Loans and Advances granted during the year.

As per information and explanation give to us , the Company has granted loan to one related party covered under the register maintained under section 189 of the Companies Act, 2013, the yearend balance is amounting to Rs. Nil and the maximum amount involved during the year was Rs. 7 Lacs.

a. In our opinion and according to the information and explanations given to us, the Company is regular in receipt of principal and recovery of interest there on.

b. In our opinion and according to the information and explanations given to us, there were no overdue outstanding as at 31st March 2015 in respect of Loans and Advances granted during the year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major continuing failures to correct major weaknesses has been observed

5. During the year, the company has not accepted any public deposits 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 Companies Act and the rules framed there under are not applicable to the company. We are informed that no order has been passed by company Law Board (CLB) or National Company Law Tribunal (the NCLT) or Reserve Bank of India or any court or any other tribunal.

6. We have broadly reviewed the books of accounts relating to 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 as per the provisions of Companies (Cost Records and Audit) Rules, 2014, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. In respect of Statutory Dues :

(a) According to the records of the Company, the Company is by and large regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues except there were delay in payment of provident fund, employees' state insurance, income tax, sales tax, value added tax, Service Tax.

(b) According to the information and explanations given to us, undisputed amounts payable in respect statutory dues no amount were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable. However, there is an undisputed amount of Rs. 21.30 lacs in respect of Advance Tax of current financial year which has remained unpaid for a period exceeding six months from the date it became payable.

(c) According to the records of the company, there are no dues of income tax, sales tax, wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of disputes.

(d) According to the records of the company there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The company has no accumulated losses and has not incurred any cash losses during the financial year under review or in the immediately preceding financial year.

9. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the Financial Institutions, Banks or Debenture Holders.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. According to the information and explanations given to us, during year under review the company has applied the term loan for the purpose for which the loans were obtained.

12. To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For, J T Shah & Company Chartered Accountants [Firm Regd. No. 109616w]

[J. T. Shah] Place: Ahmedabad Partner Date: 27.05.2015 [M. No. 3983]

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Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of DECO-MICA 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 (herein after referred to as financial statements), and a summary of significant accounting policies and other explanatory information.

2. 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 21.1 of the Companies Act, 1956 ("the Act") ("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. 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.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical 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 entity''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.

4. 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:

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

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.

5. Report on Other Legal and Regulatory Requirements

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

ii. 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 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

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

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

ANNEXURE

Referred to in paragraph 5(i) of our report of even date for the year ended 31st March 2014.

1. In respect of Fixed Assets:

a. The present register of Fixed Assets requires completion in certain respects & we have been informed that the work is in progress.

b. All the fixed assets of the Company have not been physically verified by the management during the year but there is a regular phased programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2. In respect of its Inventories:

a. As explained to us, physical verification of the inventory was carried out at reasonable intervals by the management.

b. In our opinion, and according to the information and explanation given to us, the procedure 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 explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

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

a. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register, maintained under section 301 of the Companies Act, 1956, and therefore the paragraphs 4{iii) (a), (b), (c) and (d) of The Companies (Auditor''s Report) Order, 2003 are not applicable.

b. The Company has taken loan from Companies and parties covered in the register maintained under section 301 of the Companies Act, 1956. There are fourteen parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 231.87 Lacs and the year end balance of loans taken from such parties was Rs. 230.20 Lacs.

c. In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

d. There are no stipulated terms of repayment of loans taken thereon by the company from the companies/firms/parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on Para 4(iii) (g) of the Companies (Auditor''s Report) Order, 2003.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. in our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the internal audit functions carried out during the year by an entity of Chartered Accountants appointed by the management have been commensurate with the size and nature of its business.

8. We have broadly reviewed the books of accounts relating to 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, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income-Tax, VAT, CST, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to it except there were delay in few cases of TDS, VAT, CST, Professional Tax, Service Tax, Provident Fund and there is short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty And Excise Duty were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable except advance tax of Rs. 22.58 Lacs.

c. According to the records of the Company, there are no dues of sales tax, income tax, Wealth-tax, Service tax, custom duty, excise duty, cess which have not been deposited on account of disputes except following:

Financial Nature of Transaction Amounts Forum where pending Year (Rs.)

2009-10 Value Added Tax 6,409 Commissioner of Commercial Tax

2009-10 Central Sales Tax 6,07,372 Commissioner of Commercial Tax

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred any cash losses during the year under audit and in the immediately preceding financial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to Banks.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund/Societies are not applicable to the Company.

14. The Company is not dealing or trading in Shares, Securities, debentures and other investments and hence clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has utilized the term loan for the purpose for which it obtains.

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long-term purposes.

18. In our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20. During the year, the Company has not raised any money by way of Public issue.

21. Based upon the audit procedures performed and information and explanations given by the management, there is no fraud on or by the Company has been noticed or reported during the course of our audit.

For, J T Shah & Company Chartered Accountants [Firm Regd. No. 109616w]

[J. T. Shah] Place: Ahmedabad Partner Date: 23.05.2014 [M. No. 3983]

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of DECO-MICA LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended (herein after referred to as financial statements), and a summary of significant accounting policies and other explanatory information,

2. 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.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

4. 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:

i In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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.

5. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

ANNEXURE

Referred to in paragraph 3 of pur report of even date for the year ended 31s( March 2013.

1 In respect of Fixed Assets:

a. The present register of Fixed Assets requires completion in certain respects & we have been informed that the work is in progress.

b. All the fixed assets of the Company have not been physically verified by the management during the year but there is a regular phased programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2 In respect of its Inventories:

a. As explained to us, physical verification of the inventory was carried out at reasonable intervals .by the management.

b. ; In our opinion, and according to the information and explanation given to us, the procedure 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. fn our opinion, and according to the information and explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have, been properly dealt with in the books of account.

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

a. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register, maintained under section 301 of the Companies Act, 1956, and therefore the paragraphs 4(iii)(a), (b), (c) and (d) of The Companies (Auditor''s Report) Order, 2003 are not applicable.

b. The Company has taken loan from Companies and parties covered in the register maintained under section 301 of the Companies Act, 1956. There are fourteen parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 220.50 Lacs and the year end balance of loans taken from such parties was Rs. 218.09 Lacs.

c. In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

d. There are no stipulated terms of repayment of loans taken thereon by the company from the companies/firms/parties listed in the register maintained under section 301 of the Companies Act, 1956, hence we are not able to give comment on Para 4(iii) (g) of the Companies (Auditor''s Report) Order, 2003.

4 In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5 In respect of contracts or arrangements covered under Section 30t of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

7 In our opinion, the interna! audit functions carried out during the year by an entity of Chartered Accountants appointed by the management have been commensurate with the size and nature of its business.

8 We have broadly reviewed the books of accounts relating to 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, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employee''s State Insurance, Income-Tax, VAT, CST, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to it except there were delay in few cases of TDS, VAT, CST , Professional Tax, Service Tax and there is short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty And Excise Duty were outstanding, as at 31st March, 2013 for a period of more than six months from the date they became payable except advance tax of Rs. 5.99 Lacs.

c. According to the records of the Company, there are no dues of sales tax, income tax, Wealth-tax, Service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10 The company does not have the accumulated losses at the end of the financial year. The Company has not incurred any cash losses in the financial year covered by audit and in the immediately preceding financial year.

11 Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to Banks.

12 Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14 The Company is not dealing or trading in Shares, Securities, debentures and other investments and hence clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 The Company has utilized the term loan for the purpose for which it obtains.

17 On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long-term purposes.

18 in our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20 During the year, the Company has not raised any money by way of Public issue.

21 Based upon the audit procedures performed and information and explanations given by the management, there is no fraud on or by the Company has been noticed or reported during the course of our audit.

For, J T Shah & Company

Chartered Accountants

[Firm Regd. No. 109616w]

[J. T. Shah]

Place: Ahmedabad Partner

Date: 29.05.2013 [M. No. 3983]

---

Mar 31, 2012

1 We have audited the attached Balance Sheet of DECO-MICA LIMITED as at 31st March 2012, Statement of Profit & Loss and Cash Flow Statement of the company for the year ended on that date (together referred to as financial statement'). These financial statements are the responsibility of the Company's Management. Our responsibility is-to express an opinion on these financial statements based on our audit.

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

3 As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4 Further to our comments in the Annexure referred in Para 3 above, we report that:

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

(ii) In our opinion, proper books of 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, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss 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.except the following:

a. Non Provision for Liability in respect of Leave Encashment as stated at Para T of Significant Accounting Policy, which is not in accordance with Accounting Standards 15 "Employees Benefit", the amount of which is not ascertainable in the absence of actuarial vaiuation, and to that extent profit overstated & Current Liabilities are understated.

(v) On the basis of written representations received from the directors, as on 31** 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 directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, 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;

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

(c) in the case of Cash Flow Statement, of the Cash Flows tor the year ended on that date.

ANNEXURE

Referred to In paragraph 3 of our report of even date for the year ended 31st March 2012.

1 In respect of Fixed Assets:

a. The present register of Fixed Assets requires completion in certain respects & we have been informed that the work is in progress.

b. All the fixed assets of the Company have not been physically verified by the management during the year but there is a regular phased programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2 In respect of its Inventories:

a. As explained to us, physical verification of the inventory was carried out at reasonable intervals by the management.

b. In our opinion, and according to the information and explanation given to us, the procedure 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 explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

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

a. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register, maintained under section 301 of the Companies Act, 1956, and therefore the paragraphs 4(iii)(a), (b), (c) and (d) of The Companies (Auditor's Report) Order, 2003 are not applicable.

b. The Company has taken loan from Companies and parties covered in the register maintained under section 301 of the Companies Act, 1956. There are fourteen parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 252.29 Lacs and the year end balance of loans taken from such parties was Rs. 198.57 lacs.

c. In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

d. There are no stipulated terms of repayment of loans taken thereon by the company from the companies/firms/parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on Para 4(iii) (g) of the Companies (Auditor's Report) Order, 2003.

4 In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and safe of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5 In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at tine relevant time.

6 In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

In our opinion, the internal audit functions carried out during the year by an entity of Chartered Accountants appointed by the management have been commensurate with the size and nature of its business.

8 We have broadly' reviewed the books of accounts relating to 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, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

9 In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employee's State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to it except there were delay in few cases of TDS, VAT, CST , Professional Tax, Service Tax and there is short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty And Excise Duty were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable except advance tax of Rs. 13.46 Lacs.

c. According to the records of the Company, there are no dues of sales tax, income tax, Wealth-tax, Service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10 In our opinion,-the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred any cash losses in the immediately preceding financial year and also not intuited cash losses during the year.

11 The company has not taken Term loan from Banks during the year. The company has not repaid loan & interest of Rs. 3.00 Lacs payable during the year.

12 Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on, the basis of security by way of pledge of snares, debentures and other securities.

13 The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14 The Company is not dealing or trading in Shares, Securities, debentures and other investments and hence clause 4{xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15 In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16 The Company has utilized the term loan for the purpose for which it obtains.

17 On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long-term purposes.

18 In our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20 During the year, the Company has not raised any money by way of Public issue.

21 Based upon the audit procedures performed and information and explanations given by the management, there is no fraud on or by the Company has been noticed or reported during the course of our audit.



For, J T Shah & Company

Chartered Accountants

(Firm Regd. No. 109616w)

Place: Ahmedabad

Date: 14.08.2012

(J, T. Shah)

---

Mar 31, 2011

1 We have audited the attached Balance Sheet of DECO-MICA LIMITED as at 31st March 2011 Profit &loss rcc0Unt and ca h Flow statement of the company for the year ended on that date (together referred to as financial statement) 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 conduct our audit in accordance with auditing standards generally accepted ion India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. we believe that our audit provides a reasonable basis for our opinion

3. As required by the Companies (Auditors' Report ) order, 2003 issued by the central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such cheeks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

4 Further to our comments in the Annexure referred in para 3 above, we report that.

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

(ii) ,n 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, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the books of account;

(iv) In our opinion the balance sheet, profit and loss Account and cash Flow Statement deal with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 except the following:

a Non Provision for Liability in respect of Gratuity and Leave Encashment as to 5(1) of Schedule "18"/Which is not in accordance with Accounting Standards 15 Benefit the amount of which is not ascertainable in the absence of autumnal valuation, and to 'that extent profit & Current Liabilities are overstated.

(v) On the basis of written representations received from the directors as on 31th March 2011 and taken on record by the Board of Directors, we report that none of the Directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956.

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manners 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 31 March, 2011

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

ANNEXURE TO THE REPORT OF AUDITORS TO THE MEMEBRS OF

DECO-MICA LIMITED REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31 ST MARCH, 2011

1, In respect of Fixed Assets:

a. The present register of Fixed Assets requires completion in certain respects & we have been informed that the work is in progress.

b. All the fixed assets of the Company have not been physically verified by the management during the year but there is a regular phased programme of physical verification which, in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2. In respect of its Inventories:

a. As explained to us, physical verification of the inventory was carried out at reasonable intervals by the management.

b in our opinion, and according to the information and explanation given to us the procedure 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 explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of Inventory as compared to the book records werenot material and have been properly dealt with in the books,of account.

3. in respect of Loans, secured or unsecured, granted or taken by the company to/from companies firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a The Company has not granted any loans, secured or unsecured, to the companies, other parties covered in the register, maintained under section 301 of the Companies A t, 956, and therefore the paragraphs 4{iii)(a), (b), (c) and (d) of The Companies (Auditors Report) Order, 2003 are not applicable.

b The Company has taken loan from Companies and parties covered in the register maintained under lection 3o of the Companies Act, 1956. There are sixteen parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs.299.21 Lacs and the year end balance of loans taken from such parties was Rs.207.91 lacs.

c In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

d There are no stipulated terms of repayment of loans taken thereon by the company from the companies/firms/parties listed in the register maintained under section 301 of the Compares A 1956 Hence we are not able to give comment on para 4(iii) (g) of the Companies (Auditors Report) Order, 2003.

4.in our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of « with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. in respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit producer applied by us and according to the information and explanations provided by management, we are of the opinion that the contracts or arrangements that need to be entered in to the register maintained under section 301 have been so entered

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits from the public to which the directors issued by the Reserve Bank of India and the provisions of sections 58a and 58aa and any other revel ant provisions of the companies Act, 1956 and the rules framed there under are applicable.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.1

8. As informed to us, the Maintained of cost records have not been prescribed by the central Government under section 209(1) of the companies Act, 1956, for the year under review.

9 In respect of statutory Dues:

a. According to the information and explanations given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident Fund, Employee's State statutory dues applicable to it except there were delay in few cases of TDS, VAT, CST, Professional Tax Service Tax and there is short fall in payment of Advance Tax for the A.Y. 2011-12 of Rs.41.10 Lacs

b. According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, sales, Wealth Tax, Sales Tax Service Tax, Custom Duty and Excise Duty were payable expect advance tax of Rs.15.82 Lacs According to the records of the company, there are non dues of sales tax, income tax, Wealth-tax Services tax, custom duty, excise duty, cess which have not been deposited on account of deputies except following

Natute of Demand Assessment Year Ammount (Rs) Forum Where pending Income tax 2009-2010 14527/- Commissioner of Income Tax (Appeal)

10.IN our opinion the accumulated losses of the company are not more than fifty percent of its net worth. The company has not incurred any cash losses in the immediately preceding financial year and also not incurred cash losses during the year.

11. The company has not taken term loan farm Banks during the year. The Company has not repaid loan & interest of Rs 3.00 Lacs payable during the year.

12. Based on our examination of documents and records and information and explanations give 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.

13. The Provisions of any special statute applicable to chit Fund, Nidhi or mutual benefit fund societies are not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments and hence clause 4(xiv) of companies (auditors Report) Order, 2003 is not applicable to the company

15. In our opinion, and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has utilized the term loan for the purpose for which it obtains

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long-term purposes.

18. In our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20. During the year, the Company has not raised any money by way of Public issue.

21 Based upon the audit procedures performed and information and explanations given by the management, we report that fraud on the company of Rs.11.26 lacs through theft of cheque by unknown person was noticed and reported, out of Rs.11.26 Lacs, we have been informed that an amount of Rs.10.86 Lacs has been recovered except this there is no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR, J T SHAH & COMPANY

CHARTERED ACCOUNTANTS

(FIRM RE6D. NO. 109616W)

PLACE: AHMEDABAD

DATE: 14.06.2011 (j.T.shah)

PARTNER

(M.NO.3983)

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of DECO-MICA LIMITED as at 31st March 2010, Profit & Loss Account and Cash Flow Statement of the company for the year ended on that date (together referred to as financial statement). 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered necessary and appropriate and according to the information and explanation given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

(ii) In our opinion, proper books of 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

a. Non Provision for Liability in respect of Gratuity and Leave Encashment as stated at para 5(1) of Schedule "17",which is not in accordance with Accounting Standards 15 Employees Benefit", the amount of which is not ascertainable in the absence of actuarial valuation, and to that extent profit is overstated.

(v) 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 directors in terms of clause (g) of sub-section

(1) of section 274 of the Companies Act 1956. (vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the notes thereon, 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;

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

ANNEXURE TO THE REPORT OF AUDITORS TO THE MEMEBRS OF DECO-MICA LIMITED REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31 ST MARCH, 2010

1. In respect of Fixed Assets:

a. The present register of Fixed Assets requires completion in certain respects & we have been informed that the work is in progress.

b. All the fixed assets of the Company have not been physically verified by the management during the year but there is a regular phased programme of physical verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any major/substantial part of the fixed assets.

2. In respect of its Inventories:

a. As explained to us, physical verification of the inventory was carried out at reasonable intervals by the management.

b. In our opinion, and according to the information and explanation given to us, the procedure 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 explanation given to us, the Company has maintained proper records of its inventory, and the discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

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

a. The Company has taken loan from Companies and parties covered in the register maintained under section 301 of the Companies Act, 1956. There are fourteen parties covered in the register maintained under section 301 of the Companies Act, 1956 from whom the company has taken loans. The maximum amount involved during the year was Rs. 342.16 Lacs and the year end balance of loans taken from such parties was Rs. 222.62 lacs.

b. In our opinion and according to the information and explanation given to us, in case of loans taken during the year, the rates of interest, wherever applicable and other terms and conditions are prime facie not prejudicial to the interest of the Company.

c. There are no stipulated terms of repayment of loans taken by the company from the companies/firms/ parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence we are not able to give comment on para 4{iii) (g) of the Companies (Auditors Report) Order, 2003.

d. The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register, maintained under section 301 of the Companies Act, 1956, and therefore the paragraphs 4(iii)(e), (f) and (g) of The Companies (Auditors Report) Order, 2003 are not applicable.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In respect of contracts or arrangements covered under Section 301 of the Companies Act, 1956:

a. Based on the audit procedures applied by us and according to the information and explanations provided by management, we are of the opinion that the contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion, and according to the information and explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and any other relevant provisions of the Companies Act, 1956 and the rules framed there under are applicable.

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

8. As informed to us, the maintenance of cost records have not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956, for the year under review.

9. In respect of Statutory Dues:

a. According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Custom Duty, Excise-Duty, Cess and other statutory dues applicable to it except there were delay in few cases of TDS, VAT, CST , Professional Tax and there is short fall in payment of Advance Tax.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty And Excise Duty were outstanding, as at 31st March, 2010 for a period of more than six months from the date they became payable except Advance Income Tax of Rs. 11 Lacs.

c. According to the records of the Company, there are no dues of sales tax, income tax, Wealth-tax, Service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred any cash losses during the year under audit and in the immediately preceding financial year.

11. The company has taken Term loan from Banks during the year. There were delay up to 18 days amounting to Rs. 5.33 Lacs in repayment of loan & interest thereon.

12. Based on our examination of documents and records and information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

14. The Company is not dealing or trading in Shares, Securities, debentures and other investments and hence clause 4(xiv) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has utilized the term loan for the purpose for which it obtains.

17. On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, no funds raised on a short term basis have been used for long-term purposes.

18. In our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any Debentures and therefore the question of creating the securities in respect thereof does not arise.

20. During the year, the Company has not raised any money by way of Public issue.

21. 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 course of our audit.

FOR, J T SHAH & COMPANY CHARTERED ACCOUNTANTS (FIRM REGD. NO. 109616W)

PLACE: AHMEDABAD ( J. T. SHAH )

DATE: 31.08.2010 PARTNER

(M. No. 3983)