Auditor Report of Scan Projects Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SCAN PROJECTS LIMITED (FORMERLY KNOWN AS AMBALA CEMENTS LIMITED), YAMUNANAGAR ('the Company'), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

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

Opinion

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

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

(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, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, 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 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 and proper returns adequate for the purposes of our audit have been received from Nepal Branch not visited by us;

(c) The reports on the accounts of the Nepal branch office of the Company audited under Section 143(8) of the Act by branch auditor have been sent to us and have been properly dealt by us in preparing this report.

(d) 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 and with the returns received from Nepal branch not visited by us;

(e) 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.

(f) On the basis of the written representations received from the Directors as on March 31, 2015, 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.

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

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as of March 31, 2015;

ii) The Company has made provision in its financial statements, as required under the applicable law or accounting standards, for material foreseeable losses on long term contracts;

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

1. In respect of the fixed assets of the Company:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

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

2. In respect of the inventories of the Company:

(a) As explained to us that, the Company is engaged in business activities i.e. Erection, commissioning & supervision services and trading of fabricating material, electrical components, machinery parts and other items etc and holds stock of consumable stores & spares and finished/traded goods, which have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on the physical verification of stocks as compared to book records.

3. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly paragraph 3(iii) of the Order is not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regards to purchase of inventories, fixed assets and for sale of goods and services.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under Section 148(1) of the Companies Act, 2013 in respect of Engineering Services (i.e. erection, commissioning and supervision activities), and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

7. In respect of Statutory dues:

(a) According to the records of the company and as per information and explanations given to us, the company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employee's State Insurance Fund, Income Tax, Sales Tax/Value added Tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Cess and other material statutory dues applicable to it with appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date of becoming payable except annual stock exchange listing fee of Rs, 180000/-. The details of the same are given below: -

(d) According to the information and explanation given to us, that there were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund. Accordingly clause 3(vii)(c) of the Order is not applicable to it.

8. As per the information and explanations given to us and on an overall examination of the financial statements of the company for the current and immediately preceding financial year, we report that the total accumulated losses of the company as on 31-03-2015 is Rs, 3496175.97 (Previous year Rs, 5984290.97). The net worth of the company has become positive, due to earning of profits since last few years. The company has incurred cash

9. As per the information and explanations given to us, that the company has not defaulted in repayment of dues to bank/financial institutions as on balance sheet date and the dealings are regular. However, the company does not have any borrowings in the form of debentures.

10. In our opinion, an according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

11. In our opinion and according to the information and explanations given to us, the company has not obtained any term loan during the year.

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



Place: Yamunanagar For Jayant Bansal & Co.,

Chartered Accountants

Firm Registration No. 04694N

Date: 30th May 2015

JAYANT BANSAL

(PARTNER)

Membership No.: 086478

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying Financial Statements of SCAN PROJECTS LIMITED (FORMERLY KNOWN AS AMBALA CEMENTS LIMITED), YAMUNANAGAR ("the Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting polices and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013, of the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 misstatements. 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, 2014;

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

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

Report on 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from Nepal Branch not visited by us];

c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account [and with the returns received from Nepal branch not visited by us];

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section 3(C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013, of the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEAPING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF INDEPENDENT AUDITORS'' REPORT OF EVEN DATE OF SCAN PROJECTS LIMITED (FORMERLY KNOWN AS AMBALA CEMENTS LIMITED) FOR THE YEAR ENDED MARCH 31.2014

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us that, the Company has regular programme of physical verification of its assets. In accordance with this programme the fixed assets were verified by the responsible staff during the year at regular intervals of time. Ho material discrepancies were noticed on such verification. In our opinion, this periodicity of verification is reasonable having regard to the size of the company and nature of its assets.

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

2. (a) As explained to us that, the Company is engaged in business activities i.e. Erection, commissioning & supervision services and trading of fabricating material, electrical components, machinery parts and other items etc and holds stock of consumable stores & spares and fmished/traded goods, which have been physically verified at frequent intervals during the year by the management and in our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us,, 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 and the discrepancies noticed on the physical verification of stocks as compared to book records, which in our opinion were not material, have been properly dealt with in the books of accounts.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (iii) (b), (c) and (d) of the order are not applicable.

(b) According to the information and explanations given to us, the company has not taken loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 195.6. Accordingly paragraphs 4 (iii) (f) & (g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regards to purchase of inventories, fixed assets and for sale of goods and services.

5. (a) According to the Information and explanations given to us and as confirmed by the Managing Director of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered into 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 500000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion and according to the information and explanation given to us, the company has internal audit system commensurate with the size of the company and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 in respect of Engineering Services (i.e. erection, commissioning and supervision activities) and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company and as per information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, investor education and protection fund, Employee''s State Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with appropriate authorities. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2014 for a period of more than six months form the date of becoming payable except annual stock exchange listing fee of'' Rs. 348500/-. The details of the same are given below: -

PARTICULARS PERIOD AMOUNT STATUS AS DUE (in) ON 31/03/2014

*Stock exchange listing fee:

The Stock Exchange Ahemdabad 1997-2014 178500.00 Yet to be paid

Jaipur Stock Exchange , 1997-2014 170000.00 -do-

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess, applicable to it, which have not been deposited on account of any dispute as on 31-03-2014 except Central Excise Duty amounting to Rs. 357489.19 (for the year 2002-03) against which the company has paid Rs. 200000.00 and the balance is yet to be paid, because the case is pending before the appellant authority for settlement. The details of the same are given below: -

PARTICULARS NATURE OF YEAR TO AMOUNT FORUM WHERE DUES WHICH IT DISPUTE IS RELATES PENDING

Central Excise Difference in 1991-1993 357489.19 Central Excise Duty rate of excise (arising (against and Service Tax duty in the year that Appellate 2002-03) Tribunal 200000/- has been paid)

10. As per the information and explanations given to us and on an overall examination of the financial statements of the company for the current and immediately preceding financial year, we report that the total accumulated losses of the company as on 31-03-2014 is Rs. 5984290.97 (Previous year Rs. 10220339.13). The net worth of the company has become positive, due to earning of profits since last few years. The company has incurred cash profit of'' Rs. 4976512.16 in the current year and Rs. 5912359.51 in the immediately preceding financial year.

11. As per the information and explanations given to us, that the company has not defaulted in repayment of dues to bank/financial institutions as on balance sheet date and the dealings are regular. However, the company does not have any borrowings in the form of debentures.

12. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities to any body during the year.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause (xiii) of the paragraph 4 of the Order are not applicable to the company.

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

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

16. In our opinion and according to the information and explanations given to us, on an overall basis the term loan has been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis has been used for long term investments.

18. According to the information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year which requires the creation of security. Therefore, clause (xix) of the paragraph 4 of the Order is not applicable to the company.

20. The company has not raised any money by way of public issues during the year for which the management has to disclose the end use of money raised through the public issue. Therefore, clause (xx) of the paragraph 4 of the Order is not applicable to the company.

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

Place: Yamunanagar For Jayant Bansal & Co., Chartered Accounts Firm Registration No. 004694N

Date: 30th May 2014 JayaNT BANSAL (PARTNER) MEMBERSHIP No: 086478

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of SCAN PROJECTS LIMITED (FORMERLY KNOWN AS AMBALA CEMENTS LIMITED), YAMUNANAGAR (the Company"), which comprise the Balance Sheet as at 31st March 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting polices and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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 misstatements. 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; and

(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") issued by the Central Government of India in terms of Section 227(4 A) 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 accounts as required by the law have been kept by the company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and the 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 dealt with by this report comply with the accounting standards referred to in sub section 3(C) of section 211 of the Companies Act, 1956; and

e) On the basis of the written representations received from the Directors, as on 31st March, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on 31sl March 2013 from being appointed as a director under Section 274(l)(g) of the Companies Act, 1956

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF INDEPENDENT AUDITORS'' REPORT OF EVEN PATE OF SCAN PROJECTS LIMITED (FORMERLY KNOWN AS AMBALA CEMENTS LIMITED) FOR THE YEAR ENDED MARCH 31,2013

1. (a) The company has maintained proper records showing foil particulars including quantitative details and situation of fixed assets.

(b) As explained to us that, the Company has regular programme of physical verification of its assets. In accordance with this programme the fixed assets were verified by the responsible staff during the year at regular intervals of time. No material discrepancies were noticed on such verification. In our opinion, this periodicity of verification is reasonable having regard to the size of the company and nature of its assets.

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

2. (a) As explained to us that, the Company is engaged in business activities i.e. Erection, commissioning & supervision services and trading of fabricating material, electrical components, machinery parts and other items etc and holds stock of consumable stores & spares and finished/traded goods, which have been physically verified at frequent intervals during the year by the management and in our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, 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 and the discrepancies noticed on the physical verification of stocks as compared to book records, which in our opinion were not material, have been properly dealt with in the books of accounts.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (Hi) (b), (c) and (d) of the order are not applicable, (b) According to the information and explanations given to us, the company has not taken loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956. Accordingly paragraphs 4 (in) (f) & (g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regards to purchase of inventories, fixed assets and for sale of goods and services.

5. (a) According to the information and explanations given to us and as confirmed by the Managing Director of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered into 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value ofRs. 500000/- in respect of each party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. In our opinion and according to the information and explanation given to us, the company has internal audit system commensurate with the size of the company and nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 in respect of Engineering Services (i.e. erection, commissioning and supervision activities) and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the records of the company and as per information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, investor education and protection fond, Employee''s State Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with appropriate authorities.

10. As per the information and explanations given to us and on an overall examination of the financial statements of the company for the current and immediately preceding financial year, we report that the total accumulated losses of the company as on 31-03-2013 is Rs. 10220339.13 (Previous year ^ 15505710.64). The net worth of the company has become positive, due to earning of profits since last four years. The company has incurred cash profit of f 5912359.51 in the current year and Rs. 12550033.45 in the immediately preceding financial year.

11. As per the information and explanations given to us, that the company has not defaulted in repayment of dues to bank/financial institutions as on balance sheet date and the dealings are regular. However, the company does not have any borrowings in the form of debentures.

12. As per the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities to any body during the year.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause (xiii) of the paragraph 4 of the Order are not applicable to the company.

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

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

16. In our opinion and according to the information and explanations given to us, on an overall basis the term loan has been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis has been used for long term investments.

18. According to the information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year which requires the creation of security. Therefore, clause (xix) of the paragraph 4 of the Order is not applicable to the company.

20. The company has not raised any money by way of public issues during the year for which the management has to disclose the end use of money raised through the public issue. Therefore, clause (xx) of the paragraph 4 of the Order is not applicable to the company.

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

Place: Yamunanagar For Jay ant Bansal & Co.,

Chartered Accountants

Firm Registration No. 004694N

Date: 31st May 2013 JAYANT BANSAL

(PARTNER)

Membership No.: 086478

---

Mar 31, 2010

We have audited the attached Balance Sheet of AMBALA CEMENTS LIMITED YAMUNANAGAR as at 31st March, 2010 and also the profit and loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express and opinion on these financial statement based on our audit.

1. We conducted the 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 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 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, We enclose in the annexure I a statement on the matters specified in paragrahs 4 and 5 of the said order.

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

(i) 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;

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

(iii) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

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

(v) On the basis of the written representations received from the directors, as on 31 March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director under Section 274(1) (g) of the Companies Act, 1956;

(vi) We draw attention to note No.9 in the financial statement. The company has disposed off substantial part of the assets for repayment of dues towards financial institution/ Bank. Moreover, the accumulated losses of the company have just become equivalent to its entire net worth. The accounts have however, been prepared by the management as a going concern, as explained in the abovementioned notes of Schedule "L". However, in view of uncertainty for re-establishing the commercial activities along with other matters as set forth in the above mentioned notes, we are unable to comment as to whether the company will continue as a going concern in the foreseeable future. Consequently, adjustments may be required to the recorded amounts of assets and classification of liabilities. The financial statements (and notes thereto) do not disclose this fact.

(vii) In Our opinion and to the best of our information and according to the explanation given to us, subject to the omission of the Information dealt within the preceding paragraph, the said financial statements read together with the notes thereon, give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010 and

(b) In the case of Profit and Loss Account, of the Profit for the year ended on that date,

(c) In the cash flow statement, of the cash flow for the year ended on that date.

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us that, due to disposal of substantial part of assets, no physical verification has been conducted during the year. However, the necessary verification regarding wear and tear of the. remaining assets has been conducted by the responsible staff during the year at regular intervals of time. No material discrepancies were noticed on such verification.

(c) The company had previously disposed off substantial part of fixed assets and it also has disposed off the part of remaining assets (i.e. plant & Machinery, Electrical / pollution / Laboratory Equipments, other assets and assets required under capital work-in-progress new expansion scheme) during the year. However, as explained by the management that the account has been prepared on the basis of going concern concept in view of restructuring process initiated by the management of the company. Because the company has already repaid all the dues towards financial institution / Bank under one time settlement scheme after disposing off substantial part of the fixed assets and has also started new business activities (i.e. trading of Store and spares/ Machinery spares and material and Services for installation of Machinery parts for Cement and allied industry). All these above efforts reflect that the Management of the Company is serious for revival of the company for the existing crisis. Hence the management is hopeful to re-establish its business activities in the ensuing years.

2. (a) As explained to us that, the entire old stock (i.e. raw material, finished and semi-finished goods) except stores and spares of the company has been disposed off during the year and starred the new business activities. The stock of raw material, stores & Spares and finished / semi-finished goods of the company regarding new activities have been physical verified at frequent intervals during the year by the management and in our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management regarding new activities, 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 and the discrepancies noticed on the physical verification of stocks as compared to book records, which in our opinion were not material, have been properly dealt with the the books of accounts.

(d) The management has valued the old stock of store and spares as per stock records maintained by the company and no physical verification was carried out during the year under consideration to work out damaged stock. The company has taken book value as value of the old stock of store and spares. so, we do not offer any comments on the value of the old stock of store and spares as shown in the Balance Sheet, as we have relied on the management's certificate regarding the value and quality of it.

3. (a) The company has not granted any loans, secured or unsecured, to companies, firms and other parties listed in the register maintained under section 301 of the companies act, 1956, where the rate of interest and other terms and conditions are prima facie, prejudicial to the interest of the company.

(b) The company has not taken loans, secured and unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956, where the rate of interest and terms and conditions are, prima facie, prejudicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls with regards to purchase of inventories, fixed assets and for sale of goods and services.

5. (a) According to the information and explanation given to us and as confirmed by the Managing Director of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered into 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 explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 58A, 58AA or any other relevant provisions of the companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. We are also informed that, no order has been passed by the company Law Board or National Company Law Tribunal or Reserve Bank of India or Any Court or any other Tribunal.

7. In our opinion and according to the Information and explanation given to us, that due to discontinuation of commercial production since January 2002 and in view of low volume of its transactions, the company does not have a formal system of internal audit commensurate with size and nature of its business. However, as pointed in clause above, the company's has an adequate internal control system.

8. According to the information and explanations given to us, in respect of the company the Central Government has not prescribed rules for maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any products of the company's new business activities.

9. (a) According to the records of the company and as per information and explanation given to us, the company is generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, Employee's state Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with appropriate authorities.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess applicable to it were in arrears, as at 31-03-2010 for a period more than six months from that date they became payable except Central Excise Duty amounting to Rs.357489.19 (for the year 2002-03) against which the company has paid Rs.200000.00 and the balance is yet to be paid, because the case is pending before the appellant authority for settlement. The details of the other cases are given below:

PARTICULARS PERIOD AMOUNT STATUS AS DUE ON 31/03/2010

Stock exchange listing fee

The Stock Exchange Ahemdabad 1997-2010 136500.00 Yet to be paid

Jaipur Stock Exchange 1977-2010 130000.00 -do-

(C) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess applicable to it, which have not been deposited on account of any dispute as on 31-03-2010 except excise duty. The details of which are given below:-

PARTICULARS NATURES OF YEAR TO AMOUNT FORUM WHERE DUES WHICH IT DISPUTE IS RELATES PENDING

central Excise Difference in 1991-1993 357489.19 Central Excise and Duty rate of excise (arising in the (against service Tax duty year 2002-03) that Rs. 200000/- Appellate Tribunal has been paid

10. As per the information and explanation given to us and on an overall examination of the financial statements of the company for the current and immediately preceding financial year, we are report that the total accumulated losses of the company as on 31-03-2010 is Rs. 40245684.89 (Previous year Rs. 40911855.79) which is just equivalent to the entire net worth of the company. While the company has incurred cash profit of Rs. 854874.90 in the current year and cash loss of Rs. 1938930.67 in the immediately preceding financial.

11. As per information and explanation given to us, that the company had repaid all its dues towards financial institution / Bank under one time settlement scheme. In respect of other loan availed from Lloyd Finance Ltd, Chandigarh against equipment, the total overdue amount is Rs. 1298600.98 as on 31-03-2010, as per revised re-scheulement. The said company has also filed the recovery suit against the company in the Honorable Punjab and Haryana High Court for recovery. However, the company does not have any borrowings in the form of debentures.

12. As per the information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities to any body during the year.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanation given to us, the company is not denting in or trading in share, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

15. According to the information and explanation given to us, the company has given any guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not raised any term loan during the year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short term basis has been used for long term investments.

18. According to the information and explanations given to us, during the year the company has not made preferential allotment of shares of parties and companies Covered in the register maintained under section 301 of the companies Act, 1956.

19. The company has not issued any debentures during the year which requires the creation of security. Therefore paragraph 4(xix) of the companies (Auditors' Report) Order, 2003 is not applicable to the Company.

20. The company has not raised any money by way of public issues during the year for which the management has to disclose the end use of money raised through the public issue. Therefore, paragraph 4(xx) of the Companies (Auditors' Report) Order, 2003 is not applicable to the company. 21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

Place: Ambala Cantt For Jayant Bansal & Co.,

Chartered Accountants

Date: 28-05-2010 JAYANT BANSAL

(PARTNER)

---

Mar 31, 2009

We have audited the attached Balance Sheet of AM1ULA CEMENTS LIMITED, YAMUNANAGAR as at 31st March, 2009 and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statement; are the responsibility of the company; management. Our responsibility is to express an opinion on these financial statements based on cur audit.

1. We conducted the 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 auoit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (.Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the annexure I a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. Further to our comments in the Annexure referred to above. we report that: -

(i) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary fir [he purpose of our audit;

(ii) In our opinion, proper books of accounts as required by the law, has been kept by the company so far as appears from our examination of those books

of the company.:

(iii) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement v/th the books of accounts;

(iv) In our opinion, the Balance Sheet, Profit and Loss; Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section 3(C ) of section 211 of the Companies Act, 19:56;

(v) On the basis of the written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director under Section 274( 1 )(g) of the Companies Act, 1956;

(vi) We draw attention to note No. 11 in the financial statement. The company has disposed off substantial part of the assets for repayment of dues towards financial institution/Bank. Moreover, the accumulated losses of ;he company have just equivalent to its entire net worth. The accounts have, however, been prepared by the management as a going concern, as explained ir. the abovementioned notes of Schedule "L". How ever, in view of uncertainty for re-establishing the commercial activities along with other matter;; as set forth m the above mentioned notes, we are unable to comment as to whether the company will continue as a going concern in the foreseeable future. Consequently, adjustments may be required to the recorded amounts of assets and classification of liabilities. The financal statements (and notes thereto) do not disclose this fact.

(vii) In our opinion and to the best of our information and according to the explanation given to us, subject to the omission of the information dealt within the preceding paragraph, the said financial statements read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally acceoted in India;

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2009 and

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

(c) In the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE 1 REFERRED TO IN PARAGRAPH 1 OF AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS OF AMDAI.A CEMENTS LIMITED FOR THE V£aR ENDED 31st MARCH 2009

1. (a) The company has maintained proper records showing fad particulars including quantitative details

and situation of fixed assets

(b) As explained to us that, due to closure of plant since January 2002, disposal of substantial part of plant and inadequate manpower, no physical verification has been conducted during the year. However, the necessary verification regarding wear and tear of the remaining assets has been conducted by the responsible staff during the year at regular intervals of time. No material discrepancies were noticed on such verification.

(c) The company had previously disposed off substantial part of fixed assets and it also has disposed off substantial part of assets acquired under Capital work in progress new expansion scheme and Technology Development Assistance scheme during the year. However, as explained by the maragement tha: the account has been prepared on the basis of going concern concept, because one plan (50 TPD capacity) is still with the company and the management has also staited new justness activities i.e. Trading of store and spares/Fabrics. Hence the management is hopeail to re-establish its business activities in the ensuing years.

2. (a) As explained to us that, due to discontinuance of commercial production since January 2002, the

management could not conduct the physical verification of the stock, i.e. raw material, stores & spares and finished/semi-fmished goods of the company during the year. So, we do not offer any comments on it and rely on the managements certificate in this regard, (b) The management has valued the closing stock as per stock records maintained by ;he company and no physical veritication was carried out during the year under consideration to work cut damaged stock. The company has taken book value as value of the closing stock of raw mat.erial, work-in- progress, finished goods and stores & spares So, we do not offer any comments on the value of the stock as shown in the Balance Sheet, as we have relied on the managements certificate regarding the value and quality.

3 (a) The company has not gtanted any loans, secured or unsecured, to companies, firms and other parties

listed in the register maintained under section 301 of the Companies Act, 1956, where the rate of interest and other terns and conditions are, prima facie, prejudicial to the interest of the ccinpany. However, the compare has given advance to related linn towards supply of goods/equpments which was adjustable against supplies. The term and condition of such advance is not prima facie, prejudicial to the interest of the company. (b) The company has not taken loans, secured or unsecured, from companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956, where the rate of interest and terms and conditions are, prima facie, prejudicial to the interest of the company.

4 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inversory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls with regards to purchase of inventories, fixed assets and for sale of goods and services.

5. (a) According to the information and explanation given to us and as confirmed by the Managing

Director of the company, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under secticn 301 of the Companies Act, 1955, have been so entered. (b) In our opinion and according to the information and explanation given to us, the transaction; made in pursuance of contracts or arrangements entered in the register maintained under section 30i of the Companies Act, 1956. have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6 In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, with regard to the deposits accepted from the public. We are also informed that no order has been passed b the Company Law Board or National Company Law Tribunal or Reserve Bank of India or Any Court or any other Tribunal

7 In our openion and according to the information and explanation given to us, that due to discontinuation of commercial production since January 2002 and in view of low volume of its transactions, the company does not have a formal system of internal audit commensurate with the size and nature of its business. However, as pointed in clause above, the company has an adequate internal control system.

8 According to the information and explanations given to us. in respect of the company the Central Government has prescribed rules for the maintenance of cost records under section .209(1)(d) of the Companies Act l95o. But. the company has not maintained such cost records due to discontinuance of the productions activities since January 2002.

9. (a) According to the records of the company and as per information and explanation given to us, the company is generally regular in depositing undisputed satutory dues including Providen Fund, investor education and protection fund, Employees State Insurance Fund, Income Tax, Saks Tax, Wealth Tax. Service Tax, Custom Duty, Excise Duty, Cess and other materia statutory dues applicable to it with appropriate authorities.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of Income Tax, Stiles Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty. Cess applicable to it were in ¦arrears, as at 31-03-2009 for a period more than six months from the date they became payable except Central Excise Duty amounting to Rs. 3:7489.19 (for the year 2002-03) against which the company has paid Rs. 200000.00 and the balance is yet to be paid, because the case is pending before the appellant authority for settlement. The details of the other cases are given below:

PARTICULARS PERIOD AMOUNT STATUS AS DUE ON 31/03/2009 -Stock exchange Iisting fee: The Stock Exchange Aherndabad 1997-09 126000.00 Yet to be paid Jaipur Stock Exchange 1997-09 120000.00 -do- The Delhi Stock Exchange Association Ltd. 2000-09 155000.00 -do-

(C ) According to the information and explanation given to us, there are no dues of Income Tax Sales Tax, Wealtli Tax, Service Tax, Custom Duty, Excise Duty, Cess applicable to it, which hate not been deposited on account of any dispute as on 31 -03-2009 except excise duty. The details of which are given below: -

PARTICULARS NATURES OF YEAR TO AMOUNT FORUM WHERE DUES WHICH IT DISPUTE IS RELATES PENDING Central Excise Difference in 1991-1993 357489.19 Central Excise and Duty rate of excise (arising (against Service Tax duty in the year 2002-03) that Rs. Appellate Tribunal 200000/- has been paid)

10 As per the information and explanation given to us and on an overall examination of the firancial

statements of the company far the current and immediately preceding financial year, we report that the total accumulated losses of the company as on 31-03-2009 is Rs.10911588.79, which is just equivalent to the entire net worth of the company. While the company has incurred cash loss of Rs.1938930.67 in the current year and cash profits of Rs.3724094.00 in the immediately preceding financial.

11 As per the information and explanation given to us, that the cjrnpany has repaid all the dues of the

financial institutions under one time settlement scheme. In respect of loan availed from the Central Bank of India, Ambala Cantt, the bank has recalled its whole amount Rs.l 1004919.70 and filed the recovery suit against the company in Debt Recovery Tribunal, Chandigaih. The company has already approached the bank for settlement of dues under one time settlement scheme, which has duly been accepted by the bank on dated 31/03/2009 and the company has paid the necessary upfront fee to the bank for execution of the said compromise proposal. In other loan availed from Lloyd Finance Ltd., Chandigarh against equipment, the total overdue amount is Rs. 1298600.98 as on 31-03-2009, as per revised reschedulement. The Said company has also filed the recovery suit against the :ompany in the Honorable Punjab and Haryana High Court for recovery. However, the company does not have any borrowings in the fcim of debentures.

12. As per the nformation and explanation given to us, the company has not granted any loans and on the basis of security by way of pledge of shares, debentures an J other securities to any body iuriig the year.

13 In our opitiion, the eompam is not a chit fund or a nidhi/mutual benefit fund /society. Therefore, the provisions of clause -l(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14. According to the information and explanation giver, to us, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, die provisions of clause 4|xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to tie company.

15. According to the information and explanation given to us, the co npany hsis not given any guarantees for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not n.sed any term loan during the year.

17. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short erm basis has been used for long term investments.

18 According to the information and explanations given to us, during the year the company has not made preferential allotment of shares to parties and companies covereJ in the register maintained unoer section 301 of the Companies A.ct, 1956.

19. The company has not issued any debentures during the year which requires the creation of security. Therefore, paragraph 4,xixi of the Companies (Auditors Repot) Order. 2003 is not applicable to the company.

20. The company has not raised any money by way of public issues during the year for which the management has to disclose the end use of money raised througit the public issue. Therefore, part graph 4(xx) of the Companies (Auditors Report) Order, 2003, is not applicable to the company.

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

Place: Ambala Canit For Jayant Batumi & Co., Chartered Accountants Date: 26-06-2009 JAYANT BANSAL (PARTNER)