A Oneindia Venture

Auditor Report of Scan Projects Ltd.

Mar 31, 2025

Scan Projects Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of SCAN PROJECTS LIMITED (‘the Company’), which comprise the Balance Sheet as at 31st March 2025 and 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 then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory

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 (India Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensive income, its cash flows and the changes in equity 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 (SAs) specified under Section 143(10) of the Act. 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 on the standalone financial statements.

Key Audit Matters

Key audit matters (“KAM”) 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. We have determined the matters described below to be the key audit matters to be communicated in our audit report.

The Key audit matters

Auditor’s Response

Revenue Recognition

Principal Audit Procedure

As described in Note 2(II)(h) to the standalone financial statements regarding “Revenue from Contracts with Customers” the application of this accounting standard is complex and is an area of focus in the audit. The Revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which remaining performance obligations will be satisfied subsequent to the balance sheet date.

Our audit procedures on recognition of Revenue from

Contracts with Customers” includes: -

• Obtained an understanding if the systems, process and controls implemented by company for recording and computing revenue and the associated contract assets, unbilled and unearned deferred revenue balances;

• Evaluated the design and implementation of the processes and internal controls relating to implementation of the revenue accounting standard;

• Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams;

• Evaluated the changes made to IT systems to reflect the changes required in revenue recognition as per the new accounting standard;

• Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures.

Ind AS 116 Leases

Principal Audit Procedure

As detailed in Note 2(II)(k) and Note 37 to the standalone financial statements, the Company has adopted Ind AS 116 - Leases. The implementation and transition to this accounting standard are inherently complex and represent a key area of focus in our audit, particularly given the Company’s leases with varied contractual terms.

Ind AS 116 introduces a new lease accounting model, under which lessees are required to recognize both a right-of-use (ROU) asset and a corresponding lease liability on the balance sheet. The lease liabilities are initially measured by discounting the future lease payments over the lease term as defined in the contractual arrangements. The adoption of this standard requires significant management judgment and estimation, especially in determining the appropriate discount rates and assessing the lease term.

• Involved our expertise to evaluate the reasonableness of the discount rates applied in determining the lease liabilities;

• Upon transition to Ind AS 116:

-Evaluated the transition approach adopted by the Company and the corresponding adjustments recorded;

-Tested the completeness of lease data by reconciling the Company’s previously disclosed operating lease commitments with the data used to compute the right-of-use (ROU) asset and the lease liabilities.

• On a statistical sample, we performed the following procedures:

-assessed the key terms and conditions of each lease with the underlying lease contract; and -evaluated computation of lease liabilities and critically examined key assumptions, including discount rates and lease term.

• Assessed and tested the presentation and disclosures in accordance with Ind AS 116, including those related to transition adjustments and comparative disclosures.

Information Other than the standalone financial statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s Report, Management Discussion and Analysis, Corporate Governance Report, but does not include the standalone 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 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.

Responsibilities 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 including Other Comprehensive Income, Cash Flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (India Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting polices; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement 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, the management of the Company 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 is also 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 Standards on Auditing 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 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 control 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 with reference of financial statement 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 standalone 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 misstatement 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 misstatement 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 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 the 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, we report that:

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

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

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Change in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations received from the Directors as on March 31, 2025, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2025 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”;

(g) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.

(h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The Company dose not has any pending litigations which would impact its financial statement as of March 31, 2025.

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

iii) There were no amounts which 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 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(s) or entity(ies), including foreign entities (“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 (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate beneficiaries; and

c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

v) 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, 2025 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 software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

The Company has retained the audit trail data from June 1, 2023 onwards, in compliance with the applicable statutory requirements for record retention.

vi) The Company has neither declared nor paid any dividend during the year.

Place: Yamunanagar For Subhash Sajal and Associates

Chartered Accountants Firm Registration No. 018178N

Date: 24th May 2025

(Sajal Mittal) (Partner)

M. No. 576124 UDIN : 25576124BMLFBB8536


Mar 31, 2024

We have audited the accompanying standalone financial statements of SCAN PROJECTS LIMITED (‘the Company’), which comprise the Balance Sheet as at 31st March 2024 and 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 then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information in which are incorporated the Returns for the year ended on that date audited by the branch auditor of the Company’s branch at Nepal.

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 (India Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit, total comprehensive income, its cash flows and the changes in equity 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 (SAs) specified under Section 143(10) of the Act. 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 ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 on the standalone financial statements.

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.

The Key audit matters

Auditor’s Response

Revenue Recognition

Principal Audit Procedure

As described in Note 2(II)(h) to the standalone financial statements regarding “Revenue from Contracts with Customers” the application of this accounting standard is complex and is an area of focus in the audit. The Revenue standard establishes a comprehensive framework for determining whether, how much and when revenue is recognized. This involves certain key judgments relating to identification of distinct price of identified performance obligation, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, the standard mandates robust disclosures in respect of revenue and periods over which remaining performance obligations will be satisfied subsequent to the balance sheet date.

Our audit procedures on recognition of Revenue from Contracts with Customers” includes: -0 Obtained an understanding if the systems, process and controls implemented by company for recording and computing revenue and the associated contract assets, unbilled and unearned deferred revenue balances;

0 Evaluated the design and implementation of the processes and internal controls relating to implementation of the revenue accounting standard;

0 Evaluated the detailed analysis performed by management on revenue streams by selecting samples for the existing contracts with customers and considered revenue recognition policy in the current period in respect of those revenue streams;

0 Evaluated the changes made to IT systems to reflect the changes required in revenue recognition as per the new accounting standard;

0 Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness and mathematical accuracy of the relevant disclosures.

adoption of Ind AS 116 Leases

Principal Audit Procedure

As described in Note 2(II)(k) and Note 36 to the standalone financial statements, the Company has adopted Ind AS 116 Leases in the current year. The application and transition to this accounting standard is complex and is an area of focus in our audit since the Company has some lease with differed contractual terms

Ind AS 116 introduces a new lease accounting model, wherein lessees are required to recognize a right-of-use (ROU) asset and a lease liability arising from a lease on the balance sheet. The lease liabilities are initially measured by discounting future lease payments during the lease term as per the contract/arrangement. Adoption of the standard involves significant judgements and estimates including, determination of the discount rates and the lease term.

0 Involved our expertise to evaluate the reasonableness of the discount rates applied in determining the lease liabilities;

0 Upon transition:

-Evaluated the method of transition and related adjustments;

-Tested completeness of the lease data by reconciling the Company’s operating lease commitments to data used in computing ROU asset and the lease liabilities.

0 On a statistical sample, we performed the following procedures:

-assessed the key terms and conditions of each lease with the underlying lease contract; and -evaluated computation of lease liabilities and challenged the key estimates such as, discount rates and the lease term.

0 Assessed and tested the presentation and disclosures relating to Ind AS 116 including, disclosures relating to transition.

Information Other than the standalone financial statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Director’s Report, Management Discussion and Analysis, Corporate Governance Report, but does not include the standalone 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 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.

Responsibilities 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 including Other Comprehensive Income, Cash Flows and Changes in Equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (India Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement 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, the management of the Company 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 is also 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 Standards on Auditing 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:

0 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.

0 Obtain an understanding of internal control 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 with reference of financial statement in place and the operating effectiveness of such controls.

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

0 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.

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

0 Materiality is the magnitude of misstatement 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 misstatement 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 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.

Other Matter

We did not audit the financial statements/information of the Nepal Branch, whose operations were discontinued during the year. The financial statements of this branch are included in the standalone financial statements of the Company and reflect total assets of Rs. NIL as at 31st March 2024, and total revenue and expenses of Rs. NIL and Rs.8936091.00, respectively, for the year ended on that

date. The Financial information for the Nepal Branch has been audited by the branch’s auditor, whose reports have been furnished to us, and our opinion insofar as it relates to the amounts and disclosures included in respect of the Nepal branch, is based solely on the report of such branch auditor. Our opinion is not modified in respect of these matters.

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 the 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, 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) 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;

(d) 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;

(e) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Change in Equity and the Standalone Statement of Cash Flows 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;

(f) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(g) 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;

(h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”;

(i) 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 director during the year is in accordance with the provisions of section 197 of the Act.

(j) 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, as amended in our opinion and to the best of our information and according to the explanations given to us:

i) The Company dose not has any pending litigations which would impact its financial statement as of March 31, 2024.

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

iii) There were no amounts which 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 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(s) or entity(ies), including foreign entities (“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 (“Ultimate Beneficiaries”) by or on behalf of the Company or-provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“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 (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate beneficiaries; and

c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

v) Based on our examination which included test checks, the company has used accounting software for maintaining its books of account, which have the feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the respective software but only from June 1, 2024 to March 31, 2024. Further, June 1, 2024 to March 31, 2024 where audit trail (edit log) facility was enabled, we did not come across any instance of audit trail feature being tampered with during the course of our audit.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2024, 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.

vi) The Company has neither declared nor paid any dividend during the year.

Place: Yamunanagar For Subhash Sajal and Associates

Chartered Accountants Firm Registration No. 018178N

Date: 28 th May 2024

(Subhash Mittal) M. No. 089077 (Partner)

UDIN: 24089077BKDFE47126


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


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


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)

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