Auditor Report of Calcom Vision Ltd.

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of Calcom Vision Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024 the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company, Profit as at March 31, 2024, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information

comprises the information included in the Board''s Report including Annexure to Board''s Report but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

• The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results

of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure “A” 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, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind As specified under Section 133 of the Act read with rule 7 of the companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended 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 Standalone Financial Statements (Refer Note -42).

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

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

iv. (a) The Management has represented that, to

the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. The Reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April 2023.

Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024

For Suresh Chandra & Associates

Chartered Accountants (Firm''s Registration No.001359N)

CA Ved Prakash Bansal

Partner

Date: May 30th, 2024 M.No.500369

Place: New Delhi UDIN: 24500369BKAGGI5957

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Mar 31, 2023

Calcom Vision Limited Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Calcom Vision Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023 the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

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 Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company, Profit s at March 31, 2023, and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board''s Report including Annexure to Board''s Report but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibility of Management and Those charged with Governance for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in Annexure "A" 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, based on our audit we report that:

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

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid financial statements comply with the Ind As specified under Section 133 of the Act read with rule 7 of the companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements (Refer Note -41).

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material

either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,

nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rule, 2014 is applicable for the company only with effect from 1st April 2023, reporting under rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 is not applicable.

For Suresh Chandra & Associates

Chartered Accountants

(Firm''s Registration No.001359N)

CA Ved Prakash Bansal Partner

M.No.500369 Place: Greater Noida

UDIN: 23500369BGZHMM9819 Date: May 30, 2023

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Calcom Vision Limited, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956. 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 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 risks of material misstatements of financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Emphasis of Matter

(a) We draw attention to Note No. 34 regarding non provision of interest due to banks. Had this provision been made, the ''Net loss for the year 2012-13 and ''Interest Accrued and due'' would have been higher by such amount.

(b) Further Attention is also invited to Note No. 16, regarding management opinion that Sundry Debtors outstanding for a period of more than six months, considered good amounting to Rs. 28.76 Lacs are fully recoverable and hence no provision is made there against.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003, issued by the Central Government of India in terms of sub - section (4A) of section 2.21 of the Companies Act, 1956, we give in Annexure a statement on the matters specified in paragraph 4 and 5 of the said 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 law have been kept by the company so far as appears from our examination of those books;

(c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in arrangement with the books of accounts;

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

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

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

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) The company has not sold/ disposed off any substantial part of its fixed Assets during the year which has an impact on the going concern of the Entity.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining the records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records, which were not material, have been properly dealt with in the books of account.

(iii) (a) The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the registers maintained under Section 301 of the Companies Act, 1956 so clause iii(a), (b),(c) & (d) of the Companies (Auditor Report) Order 2003 (as amended) are not applicable. The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the registers maintained under Section 301 of the Companies Act, 1956.

(b) The company has taken fresh unsecured loans of RS. 250000/- from a person covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase 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 weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that, the particulars of contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public; hence, provisions of Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

(vii) As per the information and explanation received by us from the management we report that, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The company has maintained cost records as prescribed by Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the records of the Company and the information and explanations given to us, the following are particular of dues on account of excise duty / sales tax that have not been deposited on account of any dispute:

Name of the Statute Nature of the Dues Amount Period to which the Forum where (Rs. In Lakhs) amount relates pending

Delhi Sales Tax Act DST 3.61 1996-97 Dy.Comm. (Appeals) - Delhi

Central Sales Act. CST 2.34 1996-97 Dy.Comm. (Appeals) - Delhi

Delhi Sales Tax Act DST 53.48 1997-98 Add.Comm. (Appeals)

Central Sales Act. CST 2.03 1997-98 Add.Comm. (Appeals)

Delhi Sales Tax Act DST 17.42 1998-99 Add.Comm. (Appeals)

Central Sales Act. CST 1.82 1998-99 Add.Comm. (Appeals)

Delhi Sales Tax Act DST 3.34 1999-00 Dy.Comm. (Appeals) - Delhi

Central Sales Act. CST 0.16 1999-00 Dy.Comm. (Appeals) - Delhi

Central Sales Tax Act CST 0.20 2007-08 Dy. Comm. (Assessment) Gautam Budh Nagar

U.P Trade Tax Act UPTT 0.09 2007-08 Dy. Comm. (Assessment) Gautam Budh Nagar

U.P. Trade Tax Act UPTT 2.45 2002-03 Tribunal (Appeal)-UP

U.P. Trade Tax Act UPTT 14.63 2002-03 Tribunal (Appeal)-UP.

U.P. Trade Tax Act UPTT 4.11 2007-08 Dy. Comm. (Assessment) Gautam Budh Nagar

U.P. Trade Tax Act UPTT 0.08 2008-09 Dy. Comm. (Assessment) Gautam Budh Nagar

U.P. Trade Tax Act UPTT 0.24 2008-09 Dy. Comm. (Assessment) Gautam Budh Nagar

(x) The accumulated losses at the end of the financial year are more than its net worth. The company has not incurred any cash losses during the current financial year covered by our audit as well as in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to banks. The details of period and amount of default as ascertained by the management is as follows:

Name of Bank Principal Amount Interest accrued and due Period to which relates (Rs. in lakhs) (Rs. in lakhs) (reworked)

State Bank of Patiala -

Cash Credit 421.10 391.15 Oct. 03 to Mar. 13

State Bank of Patiala

- Working Capital Term Loan 168.00 156.80 Dec. 03 to Mar. 13

Bank of India - Cash Credit 332.17 315.90 Sep. 03 to Mar. 13

Bank of India - Term Loan 371.15 355.92 Jun. 03 to Mar. 13

Canara Bank 348.07 335.27 Sep. 03 to Mar. 13

ICICI Bank Ltd. 311.66 303.32 Mar. 02 to Mar.13

An amount of Rs.1952.14 Lacs (Principal) as above is overdue for repayment in respect of Secured Loans/Cash credit facilities taken from the banks and other financial institutions as above. As explained to us, reasonable steps have been taken for payment of principal.

(xii) According to 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.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the Provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accord- ingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended), are not applicable to the company.

( xv) As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the Company has not availed any fresh term loan from banks or financial institutions during the financial year covered by our audit so this clause is not applicable on the company.

(xvii) 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 have been used for long-term investments. No long-term funds have been used to finance short-term assets.

(xviii) 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 during the financial year covered by our audit.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issue during the financial year covered by our audit.

(xxi) 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.

For SHANTI PRASHAD & COMPANY

CHARTERED ACCOUNTANTS

PLACE: DELHI (ASHISH KUMAR AGGARWAL)

DATED: 30-05-2013 PARTNER

Membership No. 522443/

FRN No.019923N

---

Mar 31, 2010

We have audited the attached Balance Sheet of CALCOM VISION LIMITED as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) order, 2003(as amended), issued by the Central Government of India in terms of sub -section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

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

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

(f) Attention is invited to Note No.9 in Schedule ‘O, Part ‘B, regarding management opinion that Sundry Debtors outstanding for a period of more than six months, considered good amounting to Rs. 185.48 lakhs are fully recoverable and hence no provision is made there against. Further out of this amount Rs. 112.05 is recoverable from associate companies covered in the register maintained U/s 301 of the Companies Act.

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon in Schedule ‘O given the information required by the Companies Act, 1956 in the manner so required and subject to Note No. 8 in Schedule ‘O Part ‘B regarding non provision of interest due to banks. Had this provision been made, the ‘Net Loss for the year 2009-10 and ‘Interest Accrued and due would have been higher by Rs 341.54 Lacs, gives a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010,

(ii) in the case of the Profit and 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 for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

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

(b) As explained to us, all the fixed assets have been physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) The company has not sold any fixed Assets during the year.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining the records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records, which were not material, have been properly dealt with in the books of account.

(iii) (a) The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the registers maintained under Section 301 of the Companies Act, 1956 so clause iii(a), (b),(c) & (d) of the Companies (Auditor Report) Order 2003 (as amended) are not applicable. The company has not granted any secured or unsecured loans to companies, firms or other parties covered in the registers maintained under Section 301 of the Companies Act, 1956.

(e) The company has not taken any fresh unsecured loans from persons covered in the register maintained under section 301 of the Companies Act, 1956.

(f) The rate of Interest and other terms and conditions of loans taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(g) The company did not have any loan to be repaid taken from the parties covered under section 301 of the Companies Act. Therefore the question of non-regularity of payment of principal amount and interest doesnt arise.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase 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 weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that, the particulars of contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The company has not accepted any deposits from the public; hence, provisions of Section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 for any of the products of the Company.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the records of the Company and the information and explanations given to us, the following are particular of dues on account of excise duty / sales tax that have not been deposited on account of any dispute:

Name of the Statute Nature of the Dues Amount Period to which the Forum where (Rs. In Lakhs) amount relates pending

Central Sales Tax Act. CST 1.63 1995-99 High Court

Delhi Sales Tax Act DST 3.61 1996-97 Dy.Comm. (Appeals) - Delhi

Central Sales Act. CST 2.34 1996-97 Dy.Comm. (Appeals) - Delhi

Delhi Sales Tax Act DST 53.48 1997-98 Add.Comm. (Appeals)

Central Sales Act. CST 2.03 1997-98 Add.Comm. (Appeals)

Delhi Sales Tax Act DST 17.42 1998-99 Add.Comm. (Appeals)

Central Sales Act. CST 1.82 1998-99 Add.Comm. (Appeals)

Delhi Sales Tax Act DST 3.34 1999-00 Dy.Comm. (Appeals) - Delhi

Central Sales Act. CST 0.16 1999-00 Dy.Comm. (Appeals) - Delhi

Central Sales Tax Act CST 0.20 2007-08 Dy. Comm. (Assessment) Gautam Budh Nagar

U.P Trade Tax Act UPTT 0.09 2007-08 Dy. Comm. Assessment) Gautam Budh Nagar

Central Excise Act, 1944 Excise Duty 01.77 Nov. 1996 to Dec 2001 Appellate Tribunal penalty 0.40

Central Excise Act, 1944 Excise Duty 2.30 Jan 2000 Commissioner of Excise, Noida

(x) The accumulated losses at the end of the financial year are more than its net worth. The company has not incurred any cash losses during the financial year covered by our audit but had a cash loss of Rs. 18.40 Lacs during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to banks. The details of period and amount of default as ascertained by management is as follows:

Name of Bank Principal Amount Interest accrued and due Period to which relates (Rs. in lakhs) (Rs. in lakhs)

State Bank of Patiala - Cash Credit 421.10 404.82 Oct. 03 to Mar. 10

State Bank of Patiala

- Working Capital Term Loan 168.00 163.81 Dec. 03 to Mar. 10

Bank of India - Cash Credit 332.17 310.24 Sep. 03 to Mar. 10

Bank of India - Term Loan 371.15 445.62 Jun. 03 to Mar. 10

Canara Bank 348.07 315.08 Sep. 03 to Mar. 10

ICICI Bank Ltd. 311.66 444.30 Mar. 02 to Mar. 10

An amount of Rs. 1952.06 lacs is overdue for repayment in respect of Secured loans / Cash credit facilities taken from banks and other financial institutions as above. As explained to us, reasonable steps have been taken for payment of principal.

The company has not availed of any fresh loan from financial institution and has not issued any debentures.

(xii) According to 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.

(xiii) 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 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company.

(xv) As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained. The Company has not availed any fresh term loan from banks or financial institutions during the financial year covered by our audit.

(xvii) 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 have been used for long-term investments. No long-term funds have been used to finance short-term assets.

(xviii) 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 during the financial year covered by our audit.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issue during the financial year covered by our audit.

(xxi) 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.

For SHANTI PRASHAD & COMPANY CHARTERED ACCOUNTANTS

PLACE: DELHI (SATISH AGGARWAL)

DATED: 30-05-2010 PARTNER

Membership No. 505969

---

Mar 31, 2009

We have audited the attached Balance Sheet of CALCOM VISION LIMITED as at 31st March 2009, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditors Report) order, 2003(as amended), issued by the Central Government of India in terms of sub -section (4A) of section 227 of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

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

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

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

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

(e) On the basis of written representations received from the directors of the company 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 of the company in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Attention is invited to Note No.9 in Schedule O, Part B, regarding management opinion that Sundry Debtors outstanding for a period of more than six months, considered good amounting to Rs. 238.49 lakhs are fully recoverable and hence no provision is made there against. Further out of this amount Rs. 109.85 is recoverable from associate companies covered in the register maintained U/s 301 of the Companies Act. We are however unable to express our opinion in this matter;

(g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon in Schedule O give the information required by the Companies Act, 1956 in the manner so required and subject to Note No.8 in Schedule O Part B regarding non provision of interest due to banks. Had this provision been made, the Net Loss for the year 2008-09 and Interest Accrued and due would have been higher by Rs 335.87 Lacs, gives a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

(ii) in the case of the Profit and 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 for the year ended on that date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets.

(b) As explained to us, all the fixed assets have been physically verified by the management during the year and we are informed that no material discrepancies were noticed on such verification.

(c) The company has sold a car costing Rs 3,50,000/- during the F Y 2008-09.

(ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining the records of inventory The discrepancies noticed on physical verification of inventory as compared to book records, which were not material, have been properly dealt with in the books of account

(iii) (a) The company has not granted any secured or unsecured to companies, firms or other parties covered in the registers maintained under section 301 of the Companies Act, 1956

(b) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(b) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(c) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(c) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(d) As the company has not granted any Secured / Unsecured loan, therefore clause (iii)(d) of the Companies (Auditor Report) Order 2003 (as amended) is not applicable.

(e) The company has not taken any fresh unsecured loans from persons covered in the register maintained under section 301 of the Companies Act, 1956 .

(f) The rate of Interest and other terms and conditions of loans taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.

(g) The repayment of principal amount and interest was not regular but The company has repaid back all the loans taken from parties covered under Section 301 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase 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 weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that, the particulars of

contract or arrangement referred to in section 301 of the Companies Act, 1956 have been entered in the register maintained under that section.

(b) In our opinion and according to 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 rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Section 58A and 58AA or any other provisions of the Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975 with regard to the deposits accepted from the public.

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

(viii) We have broadly reviewed the records maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209(i)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the Company, it is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax. sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. However there are delays in deposit of Sales Tax.

(b) According to the records of the Company and the information and explanations given to us, the following are particular of dues on account of excise duty / sales tax that have not been deposited on account of any dispute:



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

Central Excise Act, 1944 Excise Duty 1.77

Penalty 0.40

Central Excise Act. Excise Duty 2.30

Central Sales Tax Act. CST 0.65

U.P.Trade Tax Act Entry Tax 1.60

Central Sales Tax Act. CST 13.33

Central Sales Tax Act. CST 1.63

U. P.Trade Tax Act UPTT 1.19

U.P.TradeTaxAct UPTT 0.26

Delhi Sales Tax Act DST 03.61

Central Sales Tax Act. CST 02.34

Delhi Sales Tax Act DST 53.48

Central Sales Tax Act. CST 02.03

Delhi Sales Tax Act DST 17.42

Central Sales Tax Act. CST 01.82

Delhi Sales Tax Act DST 03.34

Central Sales Tax Act CST 0.16



Name of the Statute Period to which the Forum where amount relates pending

Central Excise Act,1944 Nov.96 to Dec.2001 Appellate Tribunal

Central Excise Act. 3rd Jan. 2000 Commissioner of Excise, Noida.

Central Sales Tax Act. 2000-01 Appellate Tribunal- Ghaziabad

U.P.TradeTaxAct 2001-02 Appellate Tribunal- Ghaziabad

Central Sales Tax Act. 2002-03 Dy. Comm. (Apeals)

Central Sales Tax Act. 1995-99 High Court

U.P.TradeTaxAct 2001-02 Appellate Tribunal - Ghaziabad

U.P.TradeTaxAct 2002-03 Appellate Tribunal - Ghaziabad

Delhi Sales Tax Act 1996-97 Dy.Comm.(Appeals) - Delhi

Central Sales Tax Act. 1996-97 Dy.Comm.(Appeals) - Delhi

Delhi Sales Tax Act 1997-98 Add.Comm.(Appeals)

Central Sales Tax Act. 1997-98 Add.Comm.(Appeals)

Delhi Sales Tax Act 1998-99 Add.Comm.(Appeals)

Central Sales Tax Act. 1998-99 Add.Comm. (Appeals)

Delhi Sales Tax Act 1999-00 Dy.Comm.(Appeals) - Delhi

Central Sales Tax Act. 1999-00 Dy.Comm.(Appeals) - Delhi

(x) The accumulated losses at the end of the financial year are more than its net worth. The company has incurred cash losses of Rs. 18.40 Lakhs during the financial year covered by our audit and also 49.82 lacs during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us the company has defaulted in repayment of dues to banks. The details of period and amount of default as ascertained by management is as

Name of Bank Principal Amount Interest accrued and due Period to which relates (Rs. in lakhs) (Rs. in lakhs)

Slate Bank of Patiala - Cash Credit 421.10 327.15 Oct.03 to Mar.09

State Bank of Patiala- Working Capital Term Loan 168.00 132.60 Dec.03 to Mar.09

Bank of India - Cash Credit 332.17 249.82 Sep.03 to Mar.09

Bank of India - Term Loan 37115 368.76 Jun.03 to Mar.09

Canara Bank 348.07 290.76 Sep.03 to Mar.09

ICICI Bank Ltd. 311.66 373.20 Mar.02 to Mar.09

An amount of Rs. 1952.06 lacs is overdue for repayment in respect of Secured loans / Cash credit facilities taken from banks and other financial institutions as above. As explained to us, reasonable steps have been taken for payment of principal.

The company has not availed of any fresh loan from financial institution and has not issued any debentures.

(xii) According to 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.

(xiii) 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 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended), are not applicable to the company.

(xv) As informed to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained. The Company has not availed any fresh term loan from banks or financial institutions during the financial year covered by our audit.

(xvii) 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 have been used for long-term investments. No long-term funds have been used to finance short-term assets.

(xviii) 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 during the financial year covered by our audit.

(xix) The Company has not issued any debentures.

(xx) The Company has not raised any money by public issue during the financial year covered by our audit.

(xxi) 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.

For SHANTI PRASHAD & COMPANY CHARTERED ACCOUNTANTS

PLACE: DELHI (SATISH AGGARWAL) DATED: 29.06.2009 PARTNER