Auditor Report of GeeCee Ventures Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR’S REPORT

To The Members of

GEECEE VENTURES LIMITED

Report on the audit of the Standalone In AS Financial Statements

We have audited the accompanying standalone In AS financial statements of GEECEE VENTURES LIMITED (“the company”), which comprise the Standalone Balance Sheet as at 31st March, 2018, the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone In AS 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 In AS financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity

& cash flows and of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (In AS) prescribed under Section 133 of the Act, read with relevant rule issued there under.

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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of 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 standalone In AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone In AS financial statements based on our audit. In conducting 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 and the order issued under section 143 (11) of the Act.

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 standalone In AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone In AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone In AS 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 standalone In AS financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the standalone In AS financial statements.

We are also responsible to conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the

related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone In AS 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 including the In AS, of the state of affairs of the Company as at 31st March, 2018, and its profit (including Other Comprehensive Income), the Changes in Equity and its Cash Flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

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

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

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

c) The standalone balance sheet, the standalone statement of profit and loss (including other Comprehensive Income, the standalone statement of cash flow and the standalone statement of changes in equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone In AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act 2013, realitythr relevant rule issued there under

e) On the basis of the written representations received from the directors as on 31st March, 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure A” to this report; and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit & 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.

ii. The Company did not have any long-term contracts including derivatives 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.

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure B” statements on the matter specified in paragraphs 3 and 4 of the Order to the extent applicable.

(Referred to in paragraph 1(f) under “Report on Other Legal and Regulatory Requirements” section of our report to the members of Greece Ventures Limited

Report on the internal financial controls under clause (i) of sub-section 3 of section 143 of the companies act, 2013 (“the act”)

We have audited the internal financial controls over financial reporting of GEECEE VENTURES LIMITED (“the Company”) as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, to the best of our information and according to explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Referred to in paragraph 2 under “Report on Other Legal and Regulatory Requirements” section of our report to the members on the standalone In AS financial statement of Greece Ventures Limited

Based on audit procedure performed for the purpose of reporting the true and fair view of the standalone In AS financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit, in our opinion and to the best of our knowledge we report that:

I. In respect of its fixed assets:-

a. The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification;

c. All title deeds of immovable properties are held in the name of the company.

In respect of immovable properties which has been taken on lease and disclose under property, plant and equipment in the standalone In AS financial statements, the lease agreements are in the name of the Company.

II. In respect of inventory

a. The inventories have been physically verified during the year by the management. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

b. During such verification, no material discrepancies were noticed.

III. According to the information and explanations given to us, the company has granted unsecured loan to body corporate covered under section 189 of the Companies Act, 2013, in the respect of which:

a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the company’s interest.

b) The schedule of repayment of principal and payment of interest has been stipulated and repayments/ receipt of principal amount and interest has been regular as per stipulation.

c) There are no overdue amounts relating to parties covered u/s.189 of the Companies, 2013.

IV. In our opinion and according to the information and explanations provided to us, provisions of section 185 and 186 of the Companies Act 2013, in respect of loans to entities in which directors are interested have been complied with by the Company.

V. The Company has not accepted any public deposit for the year ended 31st March, 2018.

VI. As we have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. However we have not made a detailed examination of the same.

VII. In respect of statutory dues:-

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Value Added Tax, Goods and Service Tax, Cass and any other material statutory dues with appropriate authorities. The Company did not have any undisputed amount payable in this respect at 31st March, 2018 for a period of more than six months from the date when they become payable.

(b) On the basis of examination of books of account, the dues of income tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cuss, which is not deposited by the company with appropriate authorities on disputes are as follows -

	Name of the Statute	Particulars	As on 31.03.2018	As on 31.03.2017
	The Central Sales Tax Act,	On account of C Forms (F.Y2001-02)	4.11	10.28
	1956 and Value Added Tax Act	On Account of C Forms (F.Y2007-08, F.Y2008-09, F.Y 2009-10)	3.22	3.22
		On Account of VAT Reversal (F.Y2008-09)	30.92	30.92
		On Account of VAT Reversal (F.Y2009-10)	3.52	3.52
	The Income-tax Act, 1961	Income TaxA.Y2010-11	amount not ascertainable	Amount not ascertainable
		Income TaxA.Y2011-12	-	2.42
		Income TaxA.Y2013-14	amount not ascertainable	Amount not ascertainable
		Income TaxA.Y2015-16	41.64	-
	The Central Excise Act, 1944	Excise Duty Liabilities	8.40	8.40
	The Entry Tax Act, 1976	Entry Tax	2.46	2.46
	The Finance Act,1994	Service Tax	2.35	2.35

VIII. In our opinion and according to the information and explanations given to us the Company has not defaulted in repayment of dues to a financial institutions or banks.

IX. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) and term loans during the year.

X. In our opinion and according to the information and explanations given to us, no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

XI. Managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act.

XII. The Company is not a Nidhi company and hence, reporting under clause 3(xii) of the order is not applicable to the company.

XIII. According to the information and explanations provided by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

XIV. According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

XV. According to information and explanations given to us, the Company has not entered into any non- cash transactions with directors or persons connected with him, therefore, clause (xv) of order is not applicable to the company.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 therefore, clause (xvi) of the order is not applicable to the company.

For MRB & Associates

Chartered Accountants

Firm Registration Number:136306W

Manish R Bohra

Proprietor

Place: Mumbai Membership Number- 058431

Date: 23rd May, 2018

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Mar 31, 2015

We have audited the accompanying Financial Statements of GEECEE VENTURES LIMITED (" the Company") which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing 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 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 assessment, auditor considers internal control relevant to the Company''s preparation and presentation of the Financial Statements to 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 the effectiveness risk assessments, 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 gives to us, the Financial Statements give the information required by the Companies Act, 2013 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31,2015;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended 31st March 2015.

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

Emphasis of Matter

Without qualifying our report, we draw attention to Note No. 12 to the Financial Statements which states that, to consolidate businesses and synergies in operations, the Company has decided to merge its business with its hundred percent subsidiary company, GeeCee logistics and Distributions Private limited, as on 1st April 2014 ("Appointed date"), subject to various approvals and provisions of Sections 391-393 and 394A of the Companies Act 1956.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2015 ("the Order) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013. We give in the Annexure, a statement on the matters specified in paragraph 3 & 4 of the order, to the extent applicable.

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

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

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

(c) The balance sheet , the Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

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

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

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

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 Auditor''s Report

Annexure referred to in Para 1 of our Report of even date on the financial statements for the year ended 31st March 2015 of GEECEE VENTURES LIMITED

Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit, in our opinion and to the best of our knowledge we report that:

I. (a) The Company has maintained proper record showing full particulars including quantitative details and situation of its fixed assets. However in respect of furniture and fixtures, office equipment and data processing equipment record in terms of values are only kept.

(b) Fixed asset was physically verified during the year by the management, which in our opinion is considered reasonable. No material discrepancies were noticed on such verification.

II. (a) The inventories have been physically verified during the year by the management.

(b) The procedures of physical verification of inventories 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 has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

III. The company has granted unsecured loan to two Companies covered under section 189 of the Companies Act 2013.The maximum balance of the loan is Rs. 4490.09 lacs and year end balance of the loan is Rs. 1969.59 lacs.

(a) In respect of loans given, repayment of the principal amount and interest has been regular.

(b) The are no overdue amounts relating to parties covered under section 189 of Companies Act, 2013

IV There is an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V 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, 2013 and the rules framed there under have been complied with in respect of deposits accepted from the public. However, company has not accepted public deposit for the year ended 31st March 2015.

VI. The Company has not been prescribed by the Central Government under section 148(1) of the Companies Act, 2013 to maintain cost records.

VII. (a) The Company has been generally regular in depositing undisputed statutory dues including Provident

Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, VAT and other material statutory dues with appropriate authorities. The company did not have any disputed amount payable in this respect at 31st March 2015 for a period of more than six months from the date they become payable.

(b) The Dues of Sales tax, Entry Tax, Central Excise and Service tax have not been deposited by the company with the appropriate authorities on account of disputes as follows:

(Rs in Lacs)

Particulars As on As on 31.03.2015 31.03.2014

A Sales Tax Liabilities

I On Account of C Forms (2001-02) 10.28 10.28 (Deposit 6.44 lacs)

II C Forms (2007-08,2008-09,2009-10) 3.22 3.22

III On A/c of VAT Reversal 2008-09 30.92 30.92

IV On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities(Disputed) 8.40 8.40 (Deposit Rs 1.20 lacs)

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y 2008-09 3.98 51.65

Total 65.13 112.8

(c) The company has transferred an amount of Rs. 0.57 lacs to the Investor Education and Protection Fund in accordance with Sec 205C of the Companies Act, 1956.

VIII. The Company does not have accumulated losses at the end of the financial year covered by the audit and in the immediately preceding financial year.

IX. The Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

X. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

XI. The company has taken a term loan and has applied it for the purpose for which it was obtained.

XII. As explained to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For SARDA & PAREEK Chartered Accountants FRN109262W

Gaurav Sarda Place: Mumbai Partner Date: 28th May, 2015 Memb No: 110208

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Mar 31, 2014

We have audited the accompanying financial statements of GEECEE VENTURES LIMITED (''the company'') which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 of the financial statements that 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. 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 explanation given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance sheet, of the state of affairs of the company as at March 31, 2014;

(b) In case statement of Profit & Loss , of the profit for the year ended 31st March 2014;

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

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

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

(c) The balance sheet and Statement of Profit & Loss and cash flow statement dealt with by this Report are in agreement with the books of accounts.

(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 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

(e) On the basis of written representation 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 274 of the Companies Act, 1956.

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

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in Para 1 of our Report of even date on the financial statements for the year ended 31st March 2014 of GEECEE VENTURES LIMITED.

Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that, We have prepared this annexure on the basis of the books of account examined; and information and explanations obtained by us during the course of our audit. Further, in our opinion and to the best of our knowledge we report that -

I. (a) The Company has maintained proper record showing full particulars including quantitative details and situation of its fixed assets. However in respect of furniture and fixtures, office equipment and data processing equipment record in terms of values are only kept.

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

(c) None of the Assets were disposed off during the year.

II. (a) The inventories have been physically verified by management during the year at reasonable intervals.

(b) In our opinion, 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) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt in books of account.

III. (a) According to the information and explanation given to us, the company has granted an unsecured loan, to two companies covered in the register maintained under Sec. 301 of the companies Act, 1956. The maximum balance of the Loan is Rs. 7,402.09 Lacs and year end balance of the loan is Rs. 3,982.59 Lacs.

(b) The rate of interest and other terms and conditions of loans given by the company secured and unsecured, prima facie are not prejudicial to the interest of the company.

(c) In respect of loans given, receipt of the principal amount is as stipulated and receipt of interest has been regular.

(d) The loan given are repayable on demand, however the company has not demanded any loan during the year hence there is no overdue balance to be adjusted/recovered against principal & interest by the company.

(e) The company had not taken loans from company maintained under Sec. 301 of the companies Act, 1956 and same accordingly, the provision of the clause 3 (iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

IV. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) The transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time;

VI. The Directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under have been complied with in respect of deposits accepted from the public, However company has not accepted public deposit for the year ended 31st March 2014.

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, dues of Sales Tax, Entry Tax, Central Excise and Service Tax have not been deposited by the Company with the appropriate authorities on account of disputes as follows.

Sr. Particulars As on As on No. 31.03.2014 31.03.2013

A Sales Tax Liabilities

I On account of C Forms (2001-02) (Deposit Rs. 6.44 Lacs) 10.28 10.28

II C Forms (2007-08,2008-09 & 2009-10) 3.22 6.53

III Appeal filed by MPUVN in High Court against single Bench H C Order. - 122.00 IV On A/c of VAT Reversal 2008-09 30.92 30.92

V On A/c of VAT Reversal 2009-10 3.52 3.52

B Excise Duty Liabilities (Disputed) (Deposit Rs. 1.20 Lacs) 8.40 8.40

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y 2008-09 51.65 51.65

Total 112.80 238.11

X. The Company does not have any accumulated losses and has not incurred cash losses during the current year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

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

XIII. The Company has no Chit/Nidhi/Mutual benefit fund/Society and Clause XIII of the Order is not applicable.

XIV. The Company is dealing or trading in shares, securities, debentures and other investments. Proper record has been maintained for this and it is held in the name of the company.

XV. 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.

XVI. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have not been applied.

XVII. On the basis of our examination of the Cash Flow statement and other records, the funds raised on short- term basis have not been used for long-term investment.

XVIII. During the period under review the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

XIX. The Company has not issued any secured debentures during the period under review.

XX. The Company has not raised any money by public issue during the year. Accordingly the provisions of the Clause IV (xx) of the order are not applicable.

XXI. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For SARDA & PAREEK Chartered Accountants FRN NO. 109262W

Sd/-

Gaurav Sarda Partner Membership No. 110208

Place : Mumbai Date : 15th May, 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of GEECEE VENTURES LIMITED, which comprise the Balance Sheet as at March 31st, 2013, and the Statement of Profit and Loss Account and Cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance in accordance with the Accounting standards reffered 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 of the financial statements that 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. 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 explanation given to us, the financial statements gives the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance sheet, of the state of affairs of the company as at March 31, 2013;

(b) In case statement of Profit & Loss , of the profit/loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

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

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

(c) In our opinion, the balance sheet & Statement of Profit & Loss dealt with by the report complies with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956.

(d) The balance sheet and Statement of Profit & Loss account dealt with by this Report are in agreement with the books of accounts.

(e) On the basis of written representation 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 274 of the Companies Act, 1956.

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

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in Para 1 of our Report of even date on the financial statements for the year ended 31st March 2013 of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED)

Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that,

We have prepared this annexure on the basis of the books of account examined; and information and explanations obtained by us during the course of our audit. Further, in our opinion and to the best of our knowledge we report that –

I. (a) The Company has maintained unit wise proper record showing full particulars including quantitative details and situation of its fixed assets. However in respect of furniture and fixtures, office equipment and data processing equipment record in terms of values are only kept.

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

(c) Assets were disposed off during the year amounting to Rs. 49.15 Lacs, however this does not affect the going concern nature of the Company.

II. (a) The inventories have been physically verified by management during the year at reasonable intervals.

(b In our opinion, 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) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt in books of account.

III. (a) According to the information and explanation given to us, the company has granted a unsecured loan, to three companies covered in the register maintained under sec 301 of the companies Act, 1956. The maximum balance of the Loan is Rs. 9,254.42 Lacs and year end balance of the loan is Rs. 7,357.79 Lacs.

(b) The rate of interest and other terms and condition of loans given by the company secured and unsecured, prima facie are not prejudicial to the interest of the company.

(c) In respect of loans given, receipt of the principal amount is as stipulated and receipt of interest has been regular.

(d) The loan given are repayable on demand, however the company has not demanded any loan during the year hence there is no overdue balance to be adjusted/recovered against principal & interest by the company.

(e) The company had not taken loans from company maintained under sec 301 of the companies Act, 1956 and same accordingly, the provision of the clause 3 (iii) (e) to (g) of the order are not applicable to the company and hence not commented upon.

IV. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) The transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time;

VI. The Directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under have been complied with in respect of deposits accepted from the public, However company has not accepted public deposit for the year ended 31st March 2013.

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, dues of Sales Tax, Entry Tax, Central Excise and Service Tax have not been deposited by the Company with the appropriate authorities on account of disputes as follows.

Sr. Particulars As on 31.03.2013 As on 31.03.2012

No. A Sales Tax Liabilities

I On account of C Forms (2001-02) Deposit 10.28 10.28 Rs. 6.44 Lacs)

II C Forms (2007-08,2008-09 & 2009-10) 6.53 42.05

III Appeal filed by MPUVN in High Court against 122.00 122.00 single Bench H C Order.

IV On A/c of VAT Reversal 2006-07 & 2007-08 0.00 46.46

V On A/c of VAT Reversal 2008-09 30.92 30.92

VI On A/c of VAT Reversal 2009-10 3.52 0.00

B Excise Duty Liabilities (Disputed) 8.40 10.79

(Deposit Rs. 1.20 Lacs )

C Entry Tax 2.46 2.46

D Service Tax 2.35 2.35

E Income Tax A.Y.2008-09 51.65 51.65

F Bank Guarantee 10.00 0.00

X. The Company does not have any accumulated losses and has not incurred cash losses during the current year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

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

XIII. The Company has no Chit/Nidhi/Mutual benefit fund/Society and Clause XIII of the Order is not applicable.

XIV. The Company is dealing or trading in shares, securities, debentures and other investments. Proper record has been maintained for this and it is held in the name of the company.

XV. 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.

XVI. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have not been applied.

XVII. On the basis of our examination of the Cash Flow statement and other records, the funds raised on short-term basis have not been used for long-term investment.

XVIII. During the period under review the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

XIX. The Company has not issued any secured debentures during the period under review.

XX. The Company has not raised any money by public issue during the year. Accordingly the provisions of the Clause IV (xx) of the order are not applicable.

XXI. No fraud on or by the Company has been noticed or reported during the period covered by our audit. For SARDA & PAREEK

Chartered Accountants

FRN 109262W

Gaurav Sarda

Partner M. No. 110208

Place : Mumbai

Date : 23rd April, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED) as at 31st March 2012, and also the Profit & Loss Statement and Cash Flow Statement for the year ended on that date, both annexed thereto, (hereinafter collectively referred as "financial statements"). 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (The 'Act') and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Subject to above,

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 it appears from our examination of such books;

c) The Financial Statements dealt with by this report, are in agreement with the books of account;

d) In our opinion, the financial statement dealt with this Report, comply with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) On the basis of written representations received from the directors and taken on records by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) to Section 274 of the Act.

f) In our opinion, and to the best of our information and according to the explanations given to us, said Financial Statement read together with the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in the case of Balance Sheet, of the state of affairs of the Company for the year ended as at 31st March 2012;

ii. in the case of Profit & Loss Statement, of the profit of the Company for the year ended as at 31st March 2012; and

iii. In the case of Cash Flow Statement of the Cash Flow of the company for the year ended as at 31st March 2012.

Annexure referred to in Para 3 of our Report of even date on the financial statements for the year ended 31st March 2012 of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED)

Based on the audit procedures performed for the purpose of reporting a true and fair view of the financial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that,

We have prepared this annexure on the basis of the books of account examined; and information and explanations obtained by us during the course of our audit. Further, in our opinion and to the best of our knowledge we report that -

I. (a) The Company has maintained unit wise proper record showing full particulars including quantitative details and situation of its fixed assets. However in respect of furniture and fixtures, office equipment and data processing equipment record in terms of values are only kept.

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

(c) No assets were disposed off during the year.

II. (a) The inventories have been physically verified by management during the year at reasonable intervals, except materials lying with third parties, where confirmations are obtained.

(b) In our opinion, 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) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt in books of account.

III. (a) The Company has granted advance to firms and other parties covered in the register maintained under section 301 of the Act.

(b) The Terms & Conditions are not prejudicial to the interest of the company.

(c) The repayment of the principal amount and interest are repayable on demand.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) The transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

VI. The Directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under have been complied with in respect of deposits accepted from the public, However company has not accepted public deposit for the year ended 31st March 2012.

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, dues of Sales Tax, Entry Tax, Central Excise and Service Tax have not been deposited by the Company with the appropriate authorities on account of disputes as follows.

Name of the Nature of Dues Amount Statute (Rs. In lacs)

State and Central Tax, Interest and 122.00 Sales Tax Acts Penalty for non submission of forms and other disallowances

State and Central On account of 10.28 Sales Tax Acts C-Forms & Tax on Freight charges

State Entry Tax Act Taxes 2.46

Central Excise Other disallowances 13.14 Duty

Income Tax On account of Non 51.65 A.Y2008-09 TDS Deduction on steamer freight

On A/c of VAT On account of VAT 30.92 Reversal 08-09 reversal difference on Depot Transfer

On A/c of VAT On account of VAT 46.46 Reversal 07-08 reversal difference on Assessment Depot Transfer Re-open

Name of the Year to which the Forum where amount relates dispute is pending

State and Central Sales Tax Acts 1996-99 High Court - Indore

State and Central Sales Tax Acts 2001-02 Appellant Tribunal - Bhopal

State Entry Tax Act 1995-96 Appellant Tribunal 2000-01 - Bhopal

Central Excise Duty 2007-08 Appellant Tribunal - New Delhi

Income Tax A.Y.2008-09 2008-09 CIT Appeal - Mumbai

On A/c of VAT Reversal 08-09 2008-09 Appellant Tribunal - Bhopal

On A/c of VAT Reversal 07-08 Assessment Re-open 2007-08 Asst. Commissioner - Ujjain

X. The Company does not have any accumulated losses and has not incurred cash losses during the current year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

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

XII. The Company is not dealing or trading in shares, securities, debentures and other investments.

XIV. 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.

XV. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have been applied for the purpose for which they were raised.

XVI. On the basis of our examination of the Cash Flow statement and other records, the funds raised on short-term basis have not been used for long-term investment.

XVII. During the period under review the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

XVIII. The Company has not issued any secured debentures during the period under review.

XIX. The Company has not raised any money by public issue during the year. Accordingly the provisions of the Clause IV (xx) of the order are not applicable.

XX. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For SARDA & PAREEK

Chartered Accountants

FRN 109262W

Gaurav Sarda

Partner

M. No.110208

Place : Mumbai

Date : 30th May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED) as at 31st March 2011, and also the Proft & Loss Account and Cash Flow statement for the year ended on that date, both annexed thereto, (hereinafter collectively referred as “fnancial statements”). These fnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

3. On the basis of written representations received from the directors and taken on records by the Board of Directors, we report that none of the Directors of the Company is disqualifed as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) to Section 274 of the Act.

4. As required by the Companies (Auditor's Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (The ‘Act') and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specifed in paragraphs 4 and 5 of the said order.

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

Attention is invited to Notes to Accounts No 17B, in schedule 24, regarding the holdback amount and interest lying in Escrow accounts amounting to Rs. 57.91 Crores (P.Y. Rs. 56.89 Crores) as contingent consideration.

6. Subject to above,

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 it appears from our examination of such books;

c) The Financial Statements dealt with by this report, are in agreement with the books of account;

d) In our opinion, and to the best of our information and according to the explanation given to us the fnancial statement dealt with this Report, comply with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) In our opinion, and to the best of our information and according to the explanations given to us, the said Financial Statement read together with the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii. in the case of Proft & Loss Account, of the proft of the Company for the year ended on that date; and

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

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in Para 4 of our Report of even date on the fnancial statements for the year ended 31st March 2011 of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED)

Based on the audit procedures performed for the purpose of reporting a true and fair view of the fnancial statements of the Company and taking into consideration the information and explanations given to us and the books and other records examined by us in the normal course of our audit. We report that,

We have prepared this annexure on the basis of the books of account examined; and information and explanations obtained by us during the course of our audit. Further, in our opinion and to the best of our knowledge we report that –

I. (a) The Company has maintained unit wise proper record showing full particulars including quantitative

details and situation of its fxed assets. However in respect of furniture and fxtures, offce equipment and data processing equipment record in terms of values are only kept.

(b) Some of the fxed assets were physically verifed during the year by the management in accordance with a program of verifcation, which in our opinion provides for physical verifcation of all the fxed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies were noticed on such verifcation.

(c) No assets were disposed off during the year.

II. (a) The inventories have been physically verifed by management during the year at reasonable

intervals, except materials lying with third parties, where confrmations are obtained.

(b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company has maintained proper records of inventory. The discrepancies noticed on physical verifcation of inventories as compared to book records were not material and have been properly dealt in books of account.

III. (a) The Company has not granted any loans, secured or unsecured to Companies, frms or other

parties covered in the register maintained under section 301 of the Act; and hence clause (b) ,(c) and (d) are not applicable.

(b) The company has not taken any unsecured loan from party covered in the register maintained under section 301 of the Act.

(c) The rate of interest and other terms and conditions of loan taken by the Company, are prima facie not prejudicial to the interest of the company; and

(d) The payment of the principal amount and interest are also regular.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fxed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the

Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) The transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time;

VI. The Directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under have been complied with in respect of deposits accepted from the public. However Company has not accepted public deposit for the year ended 31st March, 2011.

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the

books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, dues of Sales Tax, Entry Tax, Central Excise and Service Tax have not been deposited by the Company with the appropriate authorities on account of disputes as follows.

Name of the Nature of Dues Amount Year to which the Forum where Statute (Rs. In amount relates: dispute is Lacs) pending

State and Tax, Interest and Penalty for non Central Sales Submissions of forms & Other 122.00 1996-99 High Court Tax Acts disallowances

1995-96 State Entry Tax Appellant Tribunal Taxes 2.46 Act – Bhopal 2000-01

State and On Account of C-forms & Tax on Appellant Tribunal Central Sales 10.28 2001-02 Freight Charges – Bhopal Tax Acts

Appellant Tribunal Central Excise Other disallowances 13.14 2007-08 – New Delhi

Appellant Tribunal Service Tax Erection Charges 4.32 2003-04 – New Delhi

X. The Company does not have any accumulated losses and has not incurred cash losses during the current year and in the immediately preceding fnancial year.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any fnancial institution or bank as at the balance sheet date.

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

XIII. The Company is not a Chit/Nidhi/Mutual beneft fund/Society and Clause XIII of the Order is not applicable.

XIV. The Company is not dealing or trading in shares, securities, debentures and other investments.

X V. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or fnancial institutions.

XVI. In our opinion and according to the information and explanations given to us and on an overall examination, the term loans have been applied for the purpose for which they were raised.

XVII. On the basis of our examination of the Cash Flow statement and other records, the funds raised on short-term basis have not been used for long-term investment.

XVIII. During the period under review the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained in pursuance of section 301 of the Companies Act, 1956.

XIX. The Company has not issued any secured debentures during the period under review.

XX. The Company has not raised any money by public issue during the year. Accordingly the provisions of the Clause IV (xx) of the order are not applicable.

XXI. No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For SARDA & PAREEK

Chartered Accountants

FRN 109262W

Gaurav Sarda

Partner

M. No. 110208

Place: Mumbai

Date: 26th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED) ("The Company") as at 31st March 2010, and Profit & Loss Account and also the Cash Flow statement for the year ended on that date, both annexed thereto, (hereinafter collectively referred as "financial statements"). 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and the 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 (as Amended) issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (The ‘Act) and on the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we give 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 in paragraph 3 above, we report that:

Attention is invited to Notes to Accounts No 22B, in schedule 24, regarding the holdback amount and interest lying in Escrow Accounts amounting to Rs. 56.89 Crores as contingent consideration.

Subject to above,

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 it appears from our examination of those books;

c) The Financial Statements dealt with by this report, are in agreement with the books of account;

d) In our opinion, and to the bests of our information and according to the explanation given to us the financial statement dealt with this Report, comply with the applicable accounting standards referred to in Section 211 (3C) of the Act;

e) In our opinion, and to the best of our information and according to the explanations given to us, the said Financial Statement read together with the notes thereon, give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 20010 ;

ii. in the case of Profit & Loss Account, of the profit of the Company for the year ended on that date; and

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

5. On the basis of written representations received from the directors as on 31st March, 2010 and taken on records by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) to Section 274 of the Act.

ANNEXURE TO THE AUDITORS REPORT To the Members of GEECEE VENTURES LIMITED (Formerly known as GWALIOR CHEMICAL INDUSTRIES LIMITED) Annexure referred to in Para 3 thereof

In our opinion and according to information and explanation given to us, the nature of the Companys business/activities during the year are such the clauses (xii), (xiii), (xv), (xviii), (xix) and (xx) of the said order are not applicable. In respect of the other clauses, we report that -

I. (a) The Company has maintained unit wise proper record showing full particulars including quantitative details.

(b) All the fixed assets were physically verified during the year by the management in accordance with a program of verification. According to information and explanation given to us, no material discrepancies were noticed on such verification.

(c) During the year the company has disposed off substantial part of fixed Assets. The company has invested Rs. 27 Cr till 31st March 2010 in wind power generation business and therefore do not affect the going concern assumption.

II. (a) The inventories have been physically verified by management during the year at reasonable

intervals, except materials lying with third parties, where no confirmations are obtained.

(b) In our opinion, 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) The Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt in books of account.

III. (a) The Company has granted a unsecured loan, to its Subsidiary company covered in the register maintained under section 301 of the Act

Rs in Lacs

No. of Parties Amount involved in the Outstanding as on 31st March

transactions 2010

1 38493.35 9258.71

(b) The rate of interest and other terms and conditions of unsecured loans given by the Company are prima facie not prejudicial to the interest of the company.

(c) The Terms of repayment are not specified and interest is added in the outstanding amount

(d) The Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Act; and hence clause (e) ,(f) and (g) are not applicable.

IV. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to for the purchase of inventories and fixed assets and with regards to the sale of goods and services. In our opinion and according to the information and explanation given to us, there is no continuing failure to correct major weakness in the internal controls.

V. (a) In respect of transactions entered in the register maintained in pursuance of section 301 of the

Companies Act 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

(b) The transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time;

VI. The Company has not accepted any deposit from public. Accordingly the provisions of the Clause 4(vi) of the order are not applicable.

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

VIII. According to the explanations given to us and to the best of our knowledge the Company has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956 to maintain cost records.

IX. (a) According to the information and explanations given to us on the basis of examination of the

books of account, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with appropriate authorities. According to the information and explanation given to us, the Company did not have any undisputed amounts payable in this respect at 31st March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, dues of Sales Tax, Entry Tax and excise duty have not been deposited by the Company with the appropriate authorities on account of disputes as follows.

Name of Nature of Dues Amount the Statute (Rs. In Lacs)

Penalty for non Submission of C forms 278.18

State and Penalty for non Submission of C forms 10.28 Central and other disallowances sales Tax

Acts Appeal Filed by MPUVN in High Court Acts 122.00 against single bench HC Order

Tax, Interest and Penalty for non

State Entry submission of forms and other 2.46 Tax Act disallowances (Deposits under dispute

8.83 Lacs)



Central Excise & Cenvat Credit disallowed by the Salt Act department 1944



Finance Service Tax 4.32 Act 1994



Income Tax Regular Assessment Dues (Deposited 222.60 Act 1961 Rs. 15.00 Lacs)



Name of the Statute Year to which the Forum where

amount relates: dispute is pending

2009-10 State and

Central

Sales Tax 1995-96 to Appellant Tribunal

1998-99 - Bhopal Acts Higher Bench of High Court



State Entry Tax Act 1995-96 & Appellant Tribunal

1998-99 - Bhopal

Central Excise & Salt Act 1944 Commissioner of 2007-08 Central Excise, Indore

Finance Act 1994 Appellant Authority Income Tax 2006-07 Commissioner Act 1961 Level

The above disputed dues have been stayed for recovery by the relevant authorities.

X. The Company does not have any accumulated losses and has not incurred cash losses during the current year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

XII. The Company is not dealing or trading in shares, securities, debentures and other investments.

XIII. On the basis of our examination of the Cash Flow statement and other records, the funds raised on short-term basis have not been used for long-term investment.

XIV. No fraud on or by the Company has been noticed or reported during the period covered by our audit.



For SARDA & PAREEK

Chartered Accountants

(FRN No. 109262W)



CA Giriraj Soni

Partner M. No. 109738

Place: Mumbai

Date: 27/05/2010