Auditor Report of United Van Der Horst Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of UNITED VAN DER HORST LTD. (“the Company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of material accounting policies and other explanatory information (financial statements)

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

2. Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the 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 financial statements.

3. 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. we have determined that there are no key audit matters to communicate in our report.

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

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Director’s Report including annexures to Director’s Report, Corporate Governance Report and Shareholder’s information, but does not include the financial statements and our auditors’ report thereon, which we obtained prior to the date of this auditor’s report, and the Annual report, which is expected to be made available to us after that date.

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

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

If, based on the work we have performed on the other information obtained prior to date of this audit report, 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.

When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. Management’s Responsibilities for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements, in terms of the requirements of the Act, that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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 Board of Directors 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.

6. Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

¦ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

¦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements 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 auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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

7. 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 Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the existence of internal financial control with reference to financial statements and its operating effectiveness on the company.

g) In our opinion and to the best of our information and according to the explanations given to us, the company has paid no remuneration to its directors during the year. Accordingly, Reporting under the provisions of section 197 of the Act not required.

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

i. The Company did not have any pending litigations, which have impact on its financial position in its financial statements.

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

iii. There is no amount as on 31^st March 2024, which is required to be transferred by the Company to the Investors Education and Protection Fund.

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 or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding,

whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on such audit procedures that were 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. The Company has complied with the provisions with respect to Section 123 of the Companies Act, 2013 in respect interim dividends declared and paid by the company during the year.

vi. Based on our examination, which included test checks, the Company has used accounting software’s for maintaining its books of account for the financial year ended 31^st March, 2024 which does not have a feature of recording audit trail (edit log) facility for all relevant transactions recorded in the software. Further, in absence of audit trail feature in the system we are unable to comment on whether the audit trail feature is being tampered with.

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

FOR C K S P AND CO LLP Chartered Accountants FRN - 131228W/W100044

Kalpen Chokshi

Partner

M.No.135047

UDIN: 24135047BKAFN04105

Place: Mumbai Date: 24.05.2024

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Mar 31, 2023

We have audited the accompanying financial statements of UNITED VAN DER HORST LIMITED (“the Company”), which comprise the Balance Sheet as at 31^st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the financial statements”)

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the ‘Basis for Qualified Opinion’ section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2023, the profit and the total comprehensive income, changes in equity and its cash flows for the year ended on that date.

!. Basis for Qualified Opinion

The Company continues to prepare accounts on a going concern basis, despite accumulated losses as on 31.03.2023 is higher than its networth as on 31.03.2023. The Company’s Board of Directors explanations for the losses and assessment of the Company’s ability to continue as a going concern as per note no. 35 to the financial Statement have been relied upon.

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Financial Statements’ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the 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 financial statements.

t. Key Audit matters

Key Audit Matters (‘KAM’) are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current audit 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. We have determined the matters described below to be the KAM to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risk of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Key Audit Matter

Auditors’ Response

The total inventory of the Company includes materials such as various metals, chemicals, and miscellaneous parts etc., which are susceptible to handling loss, moisture loss/ gain, spillage etc. and determination of the same requires estimation based on experience and technical expertise. Such judgment includes Company’s expectations for future sale, inventory liquidation plans and future selling prices less cost to sell & modification cost. In view of the above, assessment of NRV and its consequential impact if any, on the carrying value of inventories has been identified as a key audit matter.

In view of the significance of the matter we applied the following audit procedures in this area, among others, to obtain sufficient audit evidence: • Assessed the appropriateness of the accounting policy for inventories as per relevant Indian accounting standards. • Evaluated the design and implementation of key internal financial controls with respect to determination of NRV and tested the operating effectiveness of such controls on selected transactions. • Verified inventory ageing report by testing samples, selected using statistical sampling method. • Tested arithmetical accuracy of the computations done in accordance with the valuation methodology adopted by the Company. • Assessed appropriateness and adequacy of the disclosures made in the financial statements in respect of inventories.

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

The Company’s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Director’s Report including annexures to Director’s Report, Corporate Governance Report and Shareholder’s information, but does not include the financial statements and our auditors’ report thereon, which we obtained prior to the date of this auditor’s report, and the Annual report, which is expected to be made available to us after that date.

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

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

If, based on the work we have performed on the other information obtained prior to date of this audit report, 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.

When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

5. Management’s Responsibilities for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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.

6. Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

¦ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

¦ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements 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 auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ 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

7. 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 Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

8. 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.

a) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, 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.

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

c) Except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

d) The matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the existence of internal financial control with reference to financial statements and its operating effectiveness on the company.

g) In our opinion and to the best of our information and according to the explanations given to us, the company has paid no remuneration to its directors during the year. Accordingly, the provisions of section 197 of the Act are not applicable.

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

i. The Company does not have any pending litigations and hence there is no impact thereof on its financial position in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts and hence there are no material foreseeable losses from these contracts.

iii. There is no amount as on 31^st March 2023, which is required to be transferred by the Company to the Investors Education and Protection Fund.

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 or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

c) Based on such audit procedures that were 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. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31^st March 2023

vi. No dividend has been declared or paid during the year by the Company.

FOR C K S P AND CO LLP Chartered Accountants FRN - 131228W/W100044

Kalpen Chokshi

Partner

M.No.135047

UDIN: 23135047BGQCKY1778

Place: Mumbai Date: 10.05.2023

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Mar 31, 2014

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which are deemed to be applicable by virtue of section 133 of the Companies Act, 2013 read with the General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs). 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.

3. Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 qualified audit opinion.

4. Basis of Qualified Opinion:

4.1 The Company continues to prepare accounts on a going concern basis, despite accumulated losses as on 31st March 2014 being more than 50% of the average net worth during four years immediately preceding current financial year. The Management explanations in this regard about positive net worth as at the year end, profits generated in the current & earlier years and positive future cash flow projections, have been relied upon. [Note no.26(B)6]

4.2 The amount payable to certain Creditors for Goods amounting to Rs.89.90 lacs & Creditors for expenses amounting to Rs.86.64 lacs and dues from Sundry Debtors amounting to Rs. 146.88 lacs, are subject to confirmation from the parties. Management explanations in this regard that the amounts due to/from these parties are fully payable / recoverable have been relied upon. [Note no.26(B)8]

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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 31 st March, 2014;

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

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

6. Report on Other Legal and Regulatory Requirements

6.1 As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of the 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.

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act (which are deemed to be applicable by virtue of section 133 of the Companies Act, 2013 read with the General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs);

e. On the basis of 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 in terms of the section 274 (1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(i) (a) The Company has not updated / maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Management during the year has physically verified all the fixed assets. In our opinion, the frequency of verification of the fixed assets by the Management is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification to the extent records available.

(c) During the year, the Company has not disposed off any major part of its fixed assets so to affect going concern.

(ii) (a) As explained to us, inventories have been physically verified by the Management at reasonable intervals with the records.

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

(c) The Company is maintaining records of inventory. The discrepancies on physical verification of inventory as compared to the available book records were not material and have been dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies / firms / other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) & (d) of the Order are not applicable.

(e) According to the information and explanations given to us, the Company, during the year, has taken unsecured loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.72.50 lacs and year-end balance was Rs. 117.23 lacs (Previous Year - Rs.74.65 lacs).

(f) In our opinion and according to the information and explanations given to us, rate of interest and other terms and conditions of unsecured loan, were prima facie not prejudicial to the interest of the Company.

(g) In our opinion and according to the information and explanations given to us, the payment of principal amount and interest is regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

(a) The particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of Companies Act 1956 have been so entered.

(b) In our opinion and according to our information and explanations given to us, where each of such transaction is in excess of rupees five lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there-under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any court or any other Tribunal.

(vii) In our opinion, the existing system of supervision of day to day controls by Director of the Company is sufficient to meet the requirement of an internal audit vis-a-vis the present size and nature of business of the Company.

(viii) According to the information and explanations given to us, the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are maintained by the Company. We have broadly reviewed the records but not undertaken a detailed examination with a view to determine whether the same are accurate or complete.

(ix) In our opinion and according to the information & explanations given to us in respect of statutory dues:

(a) The Company has been depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues during the financial year, except that there have been significant delays in a large number of cases. However, there were no undisputed amounts in respect of the aforesaid items which were in arrears as at 31 st March 2014 for a period of more than six months from the date they become payable.

(b) There are no disputed dues unpaid as at 31 st March 2014.

(x) The accumulated losses of the Company as at 31 st March 2014 are not less than 50% of its net worth. There are cash profits in the current financial year and cash losses in the immediately preceding financial year.

(xi) In our opinion and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions / banks during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, provisions of clause 4 (xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xvii) According to the information and explanations given to us, and on an overall examination of Balance Sheet of the Company, we are of the opinion that the funds raised on short-term basis have prima facie, not been used for long-term investments.

(xviii) The Company has not made any preferential allotments of shares to parties and companies covered in the register maintain under section 301 of the Companies Act 1956 during the year.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year, on or by the Company.

For CHOKSHI & CHOKSHI Chartered Accountants FRN - 101872W

Vineet Saxena Partner M.No.100770

Place: Mumbai Date : 30.05.2014

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of UNITED VAN DER HORST LTD. ("the Company"), which comprise the Balance Sheet as at 31.03.2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements

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

3. Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from materialmisstatement.

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.

4. We report that:

4.1 The Company continues to prepare the accounts on a going concern basis, despite accumulated losses as on 31.03.2013 being more than 50% of the average net worth during four years immediately preceding current financial year. Management explanations in this regard about positive net worth as at the year end, profits generated in the earlier years and positive future cash flow projections, have been relied upon. [Note no. 26 (B) (13)].

4.2 The amount payable to certain Creditors for Goods amounting to Rs. 1975.85 thousands & Creditors for expenses amounting to Rs.3199.85 thousands and due from Sundry Debtors amounting to Rs. 5970.80 thousands, are subject to confirmation from the parties. Management explanations in this regard that the amounts due to / from these parties are fully payable/ recoverable have been relied upon [Note no. 26 (B) (6)].

5. Opinion

Subject to our comments in Para 4 above, effects thereof not quantifiable on the loss for the year ended 31.03.2013, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and 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 31.03.2013; and

b. in the case of the Statement of Profit and Loss, of the loss for the year then ended;

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

6. Report on Other Legal and Regulatory Requirements

6.1 As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

c. The Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the directors as on 31.03.2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31.03.2013, from being appointed as a director in terms of section 274 (1)(g) of the Act.

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

ANNEXURETOTHE INDEPENDENT AUDITOR''S REPORT

(i) (a) The Company has not updated / maintained proper records showing full particulars, including quantita tive details and situa tion of fixed assets.

(b) The management during the year has physically verified all the fixed assets. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification to the extent records available.

(c) During the year, the Company has not disposed off any major part of its fixed assets so to affect going concern.

(ii) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals with the records.

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

(c) The Company is maintaining records of inventory. The discrepancies on physical verification of inventory as compared to the available book records were not material and have been dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies / firms / other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) & (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company, during the year, has taken unsecured loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs.2,858.99 thousands and year-end balance was Rs.7,465.24 thousands (Previous Year-Rs.4,972.37 thousands).

(c) In our opinion and according to the information and explanations given to us, rate of interest and other terms and conditions of unsecured loan, were prima facie not prejudicial to the interest of the Company.

(d) In our opinion and according to the information and explanations given to us, the payment of principal amount and interest is regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

(a) The particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of Companies Act 1956 have been so entered.

(b) In our opinion and according to our information and explanations given to us, where each of such transaction is in excess of rupees five lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any court or any other Tribunal.

(vii) In our opinion, the existing system of supervision of day to day controls by the Chief Accounts Officer of the Company and Directors is sufficient to meet the requirement of an internal audit vis-a-vis the present size and nature of business of the Company.

(viii) According to the information and explanations given to us, the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are maintained by the Company. We have broadly reviewed the records but not undertaken a detailed examination with a view to determine whether the same are accurate or complete.

(ix) In our opinion and according to the information & explanations given to us in respect of statutory dues:

The Company has generally been regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues during the financial year. However, in the following instances there were significant delays.

There were no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, in arrears as at 31 st March 2013 for a period of more than six months from the date they become payable, except in the following instance.

(x) The accumulated losses as at 31.03.2013 are not less than 50% of net worth. There are cash losses in the current financial year and cash profits in immediately preceding financial year.

(xi) In our opinion and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions / banks during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, provisions of clause 4 (xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of Balance Sheet, we are of the opinion that the funds raised on short-term basis have prima facie, not been used for long-term investments.

(xviii) The Company has not made any preferential allotments of shares to parties and companies covered in the register maintain under section 301 of the Companies Act 1956 during the year.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year, on or by the Company.

For CHOKSHI & CHOKSHI

Chartered Accountants

FRN-101872W

Vineet Saxena

Partner M.No.100770

Place: Mumbai

Date : 20.05.2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of United Van Der Horst Limited (the 'Company') as at March 31, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year then ended, annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 misstatements. 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.

3. As required by the Companies (Auditor's Report) Order 2003 (as amended) (the "Order"), issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to comments in the Annexure referred to in paragraph (3) above, we report that:

a. The amounts due from Sundry Debtors Rs.2,15,93,140/-, payable to Sundry Creditors Rs.1,20,55,513/-, Advance given to Contractors, Sub-contractors & Creditors aggregating to Rs.7,50,560/- and Advance received Rs.3,55,262/- are subject to reconciliation and confirmation from respective parties. Management certificate on the issuance of letters to these parties for balance confirmation has been relied upon. {Refer Note 25 (B) (6)}.

b. The Company continues to prepare the accounts on a going concern basis, despite accumulated losses as at March 31, 2012 being more than 50% of the average net worth during four years immediately preceding the current financial year, relying upon the improving profitability / net worth position. In addition, the management explanations in this regard have been relied upon {Refer Note 25 (B) (14)}.

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

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

e. 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.

f. In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956.

g. On the basis of the written representations received from the Directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as at March 31, 2012 from being appointed as a director in terms of section 274 (1) (g) of the Companies Act, 1956.

h. Subject to our comments in Para 4 (a) & (b) above, in our opinion and to the best of ourinformation and according to the explanations given to us, the said accounts read together with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

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



ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH '3' OF THE AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF UNITED VAN DER HORST LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2012.

(i) (a) The Company has not updated / maintained proper records showing full particulars,

including quantitative details and situation of fixed assets.

(b) The management during the year has physically verified all the fixed assets. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification to the extent records available.

(c) During the year, the Company has not disposed off any major part of its fixed assets so to affect going concern.

(ii) (a) As explained to us, inventories have been physically verified by the management at reasonable intervals with the records.

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

(c) The Company is maintaining records of inventory. The discrepancies on physical verification of inventory as compared to the available book records were not material and have been dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies / firms / other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) & (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company, during the year, has taken interest free unsecured loan from a party covered in the register maintained under section 301 of the Companies Act, 1956. The particulars of this loan have been entered in the aforesaid register. The maximum amount involved during the year is Rs.50,00,000/- and year end balance was Rs.49,72,367/- (Previous Year - NIL).

(c) In our opinion and according to the information and explanations given to us, rate of interest and other terms and conditions of unsecured loan, were prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us, the loans are repayable on demand.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

(a) The particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of Companies Act 1956 have been so entered.

(b) In our opinion and according to our information and explanations given to us, where each of such transaction is in excess of rupees five lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year within the meaning of provisions of Section 58A, 58AA or any relevant provisions of the Companies Act 1956 and rules framed there under. We are informed that no order has been passed by the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any court or any other Tribunal.

(vii) In our opinion, the existing system of supervision of day to day controls by Chief Accounts Officer and Directors is sufficient to meet the requirement of an internal audit vis-à-vis the present size and nature of business of the Company.

(viii) According to the information and explanations given to us, the books of account pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 are maintained by the Company. We have broadly reviewed the records but not undertaken a detailed examination with a view to determine whether the same are accurate or complete.

(ix) In our opinion and according to the information & explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues during the financial year, except that there were few instances of delays.

(b) There were no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Custom Duty, Excise Duty, Cess and any other statutory dues, in arrears as at 31st March 2012 for a period of more than six months from the date they become payable, except service tax.

(c) There are no disputed dues unpaid as at March 31, 2012.

(x) The accumulated losses as at March 31, 2012 are not less than 50% of net worth but there are cash profits since the preceding year. The accounts of the company have been prepared on going concern basis relying on the profitability and net worth trends. The management explanations thereto have been relied upon {Refer Note 25 (B) (14)}.

(xi) In our opinion and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions / banks during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, provisions of clause 4 (xii) of the Order are not applicable.

(xiii)In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Hence, provisions of clause 4 (xiii) of the Order are not applicable.

(xiv) The Company is not dealing or trading in shares, securities, debentures and other investments. Hence, provisions of clause 4 (xiv) of the Order are not applicable.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained, other than temporary deployment pending application.

(xvii) In our opinion and according to the information and explanations given to us, and on an overall examination of Balance Sheet, we are of the opinion that the funds raised on short-term basis have prima facie, not been used for long-term investments.

(xviii) The Company has not made any preferential allotments of shares to parties and companies covered in the register maintain under section 301 of the Companies Act 1956 during the year.

(xix) The Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year, on or by the Company.

For CHOKSHI & CHOKSHI Chartered Accountants FRN : 101872W

Place:Mumbai Vineet Saxena Partner Date : 28-08-2012

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Mar 31, 2010

1. We have audited the attached Balance sheet of United yanDer Horst Limited (the Company) as at March 31, 2010, the Profit and Loss account and also the Cash flow statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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

3. As required by the Companies (Auditors Report) Order 2003 (as amended) (the Order), 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, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Furtherto comments in the Annexure referred to in paragraph (2) above, we report that:

a. The Company continues to disclose the results on going concern basis despite of erosion of more than 50% of the average net worth for last four years, relying upon the improving profitability / net worth position. In addition, the management explanations in this regard have been relied upon (Refernote 15of Schedule 16).

b. Sundry Debtors Rs 2,17,74,401/-, Sundry Creditors Rs 61,47,760/-, advances against expenses, advance to contractors, sub-contractors and creditors having debit balances amounting to Rs 13,38,821/-, Advance received 1,51,07,949/- are subject to reconciliation and confirmation with respective parties. Reliance is placed on management certificate in the issuance of confirmations. (Refernote 6 of Schedule 16).

c. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purposes of ouraudit;

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

e. The Balance Sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

f. In our opinion, the Balance Sheet, Profit and Loss account and Cash flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

h. Subject to 4th Paragraph above, in our opinion and to the best of our information and according to explanations given to us, the said accounts read with the significant accounting policies and 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:

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

(ii) In the case of Profit and Loss account, of the profit forthe year ended on that date; and

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF UNITED VAN DER HORST LIMITED ON THE ACCOUNTS FORTHE YEARENDED 31stMARCH 2010.

i. (a) The Company has not updated /maintained records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management as per the system of verification followed by the Company. In our opinion, the frequency of verification is reasonable having regard to the size of operations and assets of the Company. According to the information and explanations given to us, no material discrepancies were noticed on such verification to the extent records available.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal, in our opinion, not affected the going concern status of the Company.

ii. (a) The inventory has been physically verified by the management as at the end of the year,tthe frequency of verification is reasonable having regard to the nature of inventories held by the Company.

(b) In our opinion the procedure of physical verification of inventories followed by the management, subject to remarks in (c) herein below, are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining records of inventory. The discrepancies on physical verification of inventory as compared to the available book records were not material and have been dealt with in the books of account.

iii. (a) 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 301 of the Companies Act, 1956. Accordingly sub clause (b), (c) and (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has continued loan from a group Company in which the directors of the Company are substantially interested. The register in respect of transactions under section 301 of the Companies Act 1956 is being maintained. The maximum amount involved during the year is Rs 2,28,79,525 /- and year end balance was Rs 1,02,00,000/-(Previous Year Rs. 3,54,47,315/-).

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

(d) Reasonable steps as per mutual decision between the parties have been taken by the Company forpayment of the Principal and interest.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services During the course of our audit, we have not observed any major weaknesses in the aforesaid internal control system.

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

(b) In our opinion and according to our information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding value of rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

vi. (a) In our opinion and as per the information and explanations given to us, the Company has not accepted any deposits from the public as defined under section 58A and 58AA of the Companies Act 1956 and Companies (Acceptance of Deposits) Rules, 1975 are not applicable.;

(b) There have been no proceedings before the Company Law Board, National Company Law Tribunal, Reserve Bank of India, any Court or any other tribunal in this matter."

vii. In our opinion, the internal audit functions carried out during the year by the Companys internal audit department have been commensurate with the size of the Company and nature of its business; however the frequency and scope of the work needs to be enhanced.

viii. According to information and explanation given to us maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

ix. a) The Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education Fund and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Excise Duty, Wealth Tax, Service Tax, Cess and any other statutory dues with the appropriate authorities whenever applicable. There are no arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the time they became payable;

(b) According to information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, and based on the records of the Company examined by us, the following are the particulars of disputed dues on account of income tax, and sales tax which have not deposited by the Company as at March 31,2010:

Nature Financial Amount in Forum Year Dispute (Rs.)

Income Tax 2002-03 30,94,894 Commissioner of Income Tax (Appeals)

Sales Tax 2002-03 1,25,871 Sales Tax Officer

Sales Tax 2003-04 68,257 Sales Tax Officer

Sales Tax 2004-05 1,01,755 Sales Tax Officer

There were no other disputed amounts outstanding in respects of Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty and Cess as at the last day of the Financial Year.

x. The accumulated losses as at March 31, 2010 are not less than 50% of net worth but there are cash profits since the preceding year. The accounts of the company have been prepared on going concern basis relying upon the profitability and net worth trends. The management explanations thereto have been relied upon (Refer Note 15 of Schedule 16(B) of Notes to accounts)

xi. In our opinion and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

xii. According to information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore the provisions of clause (xii) of para 4 of the Order are not applicable to the Company.

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

xiv. In our opinion and according to the information and explanation given to us the Company does not deal in shares, debentures and other investments.

xv. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xvi. In our opinion and according to the information and explanations given to us, term loans have not been availed by the Company from banks or financial institutions during the year. There is one vehicle loan of Rs. 18,93,277 which is regularly serviced and applied for the relevant purpose.

xvii.According to the information and explanations given to us and on the basis of an overall review of the Balance Sheet of the Company, we report that funds raised on short term basis have, prima facie, not been used for long term investments.

xviii.The Company has not made any preferential allotments of shares to parties and companies covered in the register maintain under section 301 of the Companies Act 1956 during the year.

xix. The Company has not issued any debentures during the year.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year, on or by the Company.

For CHOKSHI AND CHOKSHI

Chartered Accountants

FRN : 101872W

Pooja Mehta

Date : 13th August, 2010 Partner

Place : Mumbai. M. No. 133578