Auditor Report of Hindustan Appliances Ltd.

Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

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

(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 the Cash Flow Statement, of the cash flows of the Company 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 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE,

1. In respect of its fixed assets:

Based on our scrutiny of the company''s books of accounts and other records and according to the information and explanations received by us from the management, we are of the opinion that the question of commenting on maintenance of proper records of fixed assets, physical verification of fixed assets and any substantial sale thereof does not arise since the company had no fixed assets at the end of the financial year nor at any time during the financial year ended on that date.

2. In respect of its inventories:

a) As the company does not engaged in the business of manufacturing, marketing and processing of any goods and articles, the provisions of Clause (ii) of paragraph 4 of the CARO is not applicable.

3. In respect of its 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:

In respect loans taken from persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

In respect loans granted to the persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not granted any secured or unsecured loans to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

4. Having regard to the nature of the company''s business and based on our scrutiny of the company''s records and the information and explanation received by us, we report that the company''s activities do not include purchase of inventory and sale of goods. In our opinion and according to the information and explanation received by us, there are adequate internal control procedure commensurate with the size of the Company and nature of its business with regards to purchase of fixed assets. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regard to purchase of fixed assets.

5. In respect of transaction covered under section 301 of the Companies Act, 1956.

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there was no any transactions was made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs.. 5, 00,000 in respect of each party during the year have been made a prices which appears reasonable as per information available with the company.

6. Based on scrutiny of the company''s records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any loan or deposit which are deposits within the meaning of Rule2(b) of the Company''s (Acceptance of Deposit) Rules,1975 from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the CARO are not applicable to the Company.

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

8. According to the information and explanation provided by the management, the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provisions of section 209 (1) (d) of the Companies Act, 1956 do not apply to the company. Hence, in our opinion no comment on maintenance of cost records under section 209(1)(d) is required.

9. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employee''s state insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming able.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess which have not been deposited on account of any dispute.

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

11. According to the records of the company, the company has not borrowed from financial institutions or banks or issued debenture till the end of the financial year. Hence, in our opinion, the question of reporting of default in repayment of dues to financial institutions or bank or debenture does not arise.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by '' way of pledge of shares, debentures and other securities.

13. In our opinion, and to the best of our information and according to the explanation provided by the management, we are of the opinion that the company is neither a Chit Fund nor a Nidhi/Mutual benefit society. Hence, in our opinion, the requirements of Para 4(xiii) of the CARO do not apply to the company.

14. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and have also maintained adequate and proper records.

15. According to the records of the company and the Information and Explanation provided by the management, the company has not given any guarantee for loans taken by others from any banks or financial institution.

16. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year.

17. According to the Information and Explanations given to us and over all examination of balance sheet of the Company, we report that no fund raised on short term basis have been used for long term investment by the company.

18. According to the records of the company and the information and explanation provided by the management, 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. During the year the Company has not issued any debenture and also there is no any outstanding during the year hence the question of creating security or charge in respect of debenture does not arise.

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

21. During the course of examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such cases by the Management.

For A.C.MODI & ASSOCIATES Chartered Accountants Firm''s registrations number : 116555W

ALPESG C.MODI Proprietor Membership number : 101342

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Hindustan Appliances Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and cash flow statement for the year ended on that date and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' 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 the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

c) In the case of the 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 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) the Balance Sheet and 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 f3.Q-oi.section 211 of the Companies Act, 1956; and

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

1. In respect of its fixed assets:-

Based on our scrutiny of the company''s books of accounts and other records and according to the information and explanation received by us received by us from the management. We are of the opinion that the question of commenting on maintenance of the proper records of the fixed assets, physical verification of fixed assets and any Substantial sale thereof does not arise since the company had no fixed assets as on 31st March, 2013 nor at any time during the financial year ended 31st March, 2013.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (if) of paragraph 4 of the Order is not applicable.

3. In respect loans taken from persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not taken unsecured loans from parties covered under the register maintained u/s.301 of the Companies Act, 1956.

4. In respect loans granted to persons covered U/s.301 of the companies Act:

According to the information and explanations given to us, the company has not given any loan to any parties/persons covered under the register maintained u/s.301 of the Companies Act, 1956.

5. Having regard to the nature of the company''s business and based on our scrutiny of the company''s records and , in our opinion and according to the information and explanations given to us, we report that the company''s activity do not include purchase of inventory and sale of goods. In our opinion and according to the information and explanation received by us there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets. However the company has not purchase any of fixed assets during the year.

6. In respect of transaction covered under section 301 of the Companies Act, 1956.:

Based on the Audit procedures applied by us and according to the information and explanations provided by the management we are of the opinion that there were no transactions during the year that need to be entered in the regia^OlatOtained under section 301 of the Companies Act, 1956.

7. The Company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

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

9. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

10. In respect of statutory dues:

(a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund. Investor education and protection fund, Employee''s state insurance. Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other Material statutory dues, applicable to it.

(b) According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march, 2013 for a period of more than six months from the date of becoming payable.

(c) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/ cess which have not been deposited on account of any dispute.

11. The Company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit. The company has not incurred any loss in the immediately preceding financial year.

12. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the company is not a chit fund or a nidhi/ mutual b society. Accordingly, clause 4 (xiii) of the order is not applicable. AJ

15. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

16. According to the Information and Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

17. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi) of the order is not applicable.

18. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

19. During the year, 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.

20. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

21. During the year the Company has not raised any money by way of issue of shares to the public accordingly Clause 4(xx) of the order is not applicable.

22. During the course of examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such cases by the Management.

for A.CMODI & ASSOCIATES

Chartered Accountants

Firm''s registratiork 116555W

AIpesh

Proprietor

Membership numbor 25643,

Place : Mumbai, .

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Mar 31, 2012

We have audited the accompanying financial statements of Hindustan Appliances Limited ('the Company') which comprise the Balance Sheet as at 31 March 2012, the Statement of Profit and Loss and cash flow statement for the year ended on that date.

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 flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards 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 the explanations given to us, the financial statements give the information required by the Act in the

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

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

iii. in the case of the 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 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c) the Balance Sheet and 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; and

e) on the basis of written representations received from the directors as on 31 March 2012, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2012, from being appointed .

- as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained' proper records showing full particulars including quantitative detail and situation of fixed assets on basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and accordingly the going concern status of the company is not affected.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (ii)of paragraph 4 of the Order is not applicable.

3. In respect loans taken from persons covered lJ/s.301 of the companies Act:

(i) According to the information and explanations given to us, the company has not taken unsecured loans from parties covered under the register maintained u/s.301 of the Companies Act,1956.

4. In respect loans granted to persons covered I)/s.301 of the companies Act:

(i) According to the information and explanations given to us, the company has not given any loan to any parties/persons covered under the register maintained u/s.301 of the Companies Act,1956.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and Services. However the company has not purchase any of inventory and fixed assets and also not sold any good setoffs the year.

6. In respect of transaction covered under section 301 of the Companies Act, 1956

aj In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there are no transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5 Lacs (Rupees Five Lacs Only) or more in respect of any party.

7. The Company has not accepted any deposit from the public within the meaning of section section 58A and 58AA of, the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

8. In our opinion, The company has an internal audit system commensurate with its size and nature of its business.

9. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act,1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

10. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were, outstanding as at 31st march,2012 for a period of more than six months from the date of becoming payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/ cess which have not been deposit of any dispute.

11. The Company does not have accumulated losses. The company has not incurred cash losses during the financial year covered by our audit. The company has not incurred any loss in the immediately preceding financial year.

12. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion , the company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, clause 4 (xiii) of the order is not applicable.

15. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

16. According to the Information and, Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

17. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi) of the order is not applicable.

10. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

19. During the year, 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.

20. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

21. During the year the Company has not raised any money by way of issue of shares to the public acc Clause 4(xx) of the order is not applicable.

22. During the course of examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such cases by the Management.

for A.C.MODI & ASSOCIATES

Chartered Accountants

Firm's registration number

ALPESH C.MODI

proprietor

Membership number:101342

Place: Mumbai,

Date:

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Mar 31, 2010

We have audited the attached Balance Sheet of HINDUSTAN APPLANCES LIMITED as at 31st March, 2010 , the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statement bases on our Audit.

1) We conduct our audit in accordance with Auditing Standards generally accepted in India. Those standard require that we plan and perform the audit to obtain the reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check 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.

2) As required by the Companies (Auditors Report) Order, 2003, [as amended by Companies(Auditors Report)(Amendment) Order , 2004], issued by the Central Government of India in terms of section 227 (4A) 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, we give in the Annexure, hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

3) Further to our comments in the Annexure referred to in paragraph 2 above and subject to the notes to the Balance sheet, We report that:-

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

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

c) The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books of account.

d) In our Opinion, The Profit & Loss accounts and Balance Sheet comply with the accounting Standards referred to in sub section 3(c) of Section 211 of the Companies Act,1956.

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

f) Note No.2 of Schedule No. 11 to the financial statements: The Company is a Non Banking Financial Institution in terms of section 451 (C) of the Reserve Bank of India Act, 1934. As per the last audited accounts of the Company for the year ended March 31, 2010, the financial assets of the Company are more than 50% of its total assets and income from financial assets are also more than 50% of the gross income. Thus, the company has the business of a Non - Banking Financial Company (NBFC) as its principal business and is required to be registered as an NBFC with Reserve Bank of India. The company has not applied for and obtained any such registration.

4) In our opinion and to the best of information and according to explanations given to us, the said accounts read with significant accounting policies and other 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 :

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

ii. In the case of the Profit & Loss Account of the Loss of the Company for the year ended on that date and

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



ANNEXURE TO AUDITORS REPORT REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF EVEN DATE

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative detail and situation of fixed assets on basis of available information.

b) As explained to us, the fixed assets have been physical verified by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There were no material discrepancies noticed on such verifications.

c) In our opinion , the Company has not disposed of substantial part of fixed assets during the year and accordingly the going concern status of the company is not affected.

2. In respect of its inventories:

As the Company is not engaged in the business of manufacturing or trading of goods clause (if) of paragraph 4 of the Order is not applicable.

3. a) According to the information and explanations given to us, 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 Companies Act, 1956, Accordingly the provision of clauses 4(iii)(f) and 4(iii)(g) of the order are not applicable.

b) According to the information and explanations given to us, the company had given unsecured loans to a 2 persons covered under the register maintained u/s.301 of the Companies Act,1956. The Maximum amount involves during the year in respect of the said loans is Rs.299.50 lacs and the year end balance of such loan is Rs.1,070.76 lacs respectively.

(c) In our opinion and according to the information and explanation given to us the rate of Interest and other terms and conditions on which aforesaid loans has been given are not prima-facie prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory and fixed assets and also for the sale of goods and Services. However the company has not purchase any of inventory and fixed assets and also not sold any goods during the year.

5. In respect of transaction covered under section 301 of the Companies Act,1956.:

a) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us there are no transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5 Lacs (Rupees Five Lacs Only) or more in respect of any party.

6. The Company has not accepted any deposit from the public within the meaning of section section 58A and 58AA of the Act and the companies (Acceptance of Deposits) Rules,1975. Accordingly the provision of clause 4(vi) of the order are not applicable.

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

8. The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act,1956. Accordingly the provision of clause 4(viii) of the order is not applicable.

9. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of 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, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st march,2010 for a period of more than six months from the date of becoming payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/cess which have not been deposited on account of any dispute.

10. The Company does not have accumulated losses. The company has incurred cash losses during the financial year covered by our audit. The company has not incurred any loss in the immediately preceding financial year.

11. According to the information and explanation given to us, we are of the opinion that the Company has not taken / availed any loans from the financial institutions, Banks or Debenture Holders and accordingly the provision of clause 4(xi) of the order is not applicable.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion , the company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, clause 4 (xiii) of the order is not applicable.

14. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and has also maintained adequate and proper records.

15. According to the Information and Explanations given to us, and the representations made by the management, company has not given any guarantee for loans taken by others from any banks or financial institution, during the year.

16. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year Accordingly clause 4 (xvi] of the order is not applicable.

17. The company has not raised any fund on short term basis and accordingly clause 4 (xvii) of the order is not applicable.

18. During the year, 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. During the year the Company has not issued any debenture and also there is no any outstanding during the year accordingly Clause 4(xix) of the order is not applicable.

20. During the year the Company has not raised any money by way of issue of shares to the public accordingly Clause 4(xx) of the order is not applicable.

21. During the course of examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such cases by the Management.

For A.C. MODI & ASSOCIATES

CHARTERED ACCOUNTANTS

(ALPESH C. MODI)

PROPRIETOR

Membership No. 101342

Firm Regn.: 116555W

PLACE : MUMBAI

DATED : September 2, 2010