Auditor Report of UTL Industries Ltd.

Mar 31, 2024

We have audited the financial statements of UTL Industries Limited ("the Company"), which
comprise the balance sheet as of 31st March 2024, and the statement of Profit and Loss, statement of
cash flows and statement of changes in equity for the year then ended, a summary of significant
accounting policies and other explanatory information in which are incorporated the financial
statements of UTL Industries Limited (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 ("the Act")
in the manner so required and give a true and fair view in conformity with 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 31st March 2024, and its profit/loss 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 financial statements in accordance with the Standards on Auditing
("SA''s") specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under
those Standards are further described in 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the
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. We have determined the matters described
below to be the key audit matters to be communicated in our report.

Revenue recognition - accounting for construction contracts
Key audit matter	There are significant accounting judgements including estimation of costs
description	to complete, determining the stage of completion and the timing of revenue recognition.

	The Company recognises revenue and profit/loss based on stage of completion based on the proportion of contract costs incurred at the balance sheet date, relative to the total estimated costs of the contract at completion. The recognition of revenue and profit/loss, therefore, rely on estimates in relation to the total estimated costs of each contract. For the SMS services Identify the contact with the determination of the transaction price and Recognize revenue when satisfies the performance obligations. Revenue can be recognized over time or at a point in time, depending on the nature of the SMS services and the terms of the contract. Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Company, arising within each contract. These contingencies are reviewed by the Management on a regular basis throughout the contract life and adjusted where appropriate. The revenue on contracts may also include variable considerations (variations and claims). Variable consideration is recognised when the recovery of such consideration is highly probable.
Principal Audit Procedures	Our procedures included: • Testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness; • Testing the relevant information technology systems access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard; • Testing a sample of contracts for appropriate identification of performance obligations; • For the sample selected, reviewing for change orders and the impact on the estimated costs to complete; • Engaging technical experts to review estimates of costs to complete sample contracts; and • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings
Revenue recognition and measurement of contract assets in respect of un-invoiced amounts and measurement of receivables in respect of overdue invoices.
Key audit matter description	The Company, in its contract with customers, promises to transfer distinct services to its customers which may be rendered in the form of engineering, procurement and construction (EPC) services through design-build contracts, and other forms of construction contracts. The recognition of revenue is based on contractual terms, which could range from cost plus fee to agreed unit price to lump-sum arrangements. At each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced. Identifying whether the Company''s performance has resulted in a service that would be billable and collectable were the works carried out have not been acknowledged by customers as of the reporting date, or in the case of certain defence contracts, where the evidence of work carried out and cost incurred are

covered by confidentiality arrangements involves a significant amount of judgment. • Recognition of revenue before formal acknowledgement of receipt of services by the customer could lead to an over or under-statement of revenue and profit, whether intentionally or in error; and • Assessing the recoverability of amounts overdue against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant amount of judgment.

Principal Audit Procedures

The procedures performed included the following: • Obtained an understanding of the Company''s processes in collating the evidence supporting the execution of work for each disaggregated type of revenue. Auditors have also obtained an understanding of the design of key controls for quantifying units of items / services that would be invoiced and the application of appropriate prices for each of such services; • Tested the design and operating effectiveness of management''s key controls in collating the units of services delivered and in the application of accurate prices for each of such services for samples of the un-invoiced revenue entries, which included testing of access and change management controls exercised in respect of related information systems; • Tested samples of un-invoiced revenue entries with reference to the reports from the information system that records the costs incurred against the services delivered to confirm the work performed and application of appropriate margin applied for the respective services. The auditors have also tested whether appropriate adjustments have been made for the element of variable consideration related to committed service levels of performance. With regard to incentives, auditors tests were focused to ensure that accruals were restricted to only those items where contingencies were minimal; • Tested cut-offs for revenue recognized against un-invoiced amounts by matching the revenue accrual against accruals for the corresponding cost; • Reviewed the delivery and collection history of customers against whose contracts un-invoiced revenue is recognised; and • Verification of subsequent receipts, post balance sheet date.

Information Other than the 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 Management discussion, Board''s Report including
Annexures to Board''s Report but does not include the financial statements and our auditor''s report
thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements, or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

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

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the
financial position, financial performance, including changes in equity and cash flows of the
Company in accordance with the Ind AS and other accounting principles generally accepted in India,
including the accounting standards specified under section 133 of the Companies Act, 2013. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the 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.

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
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 scepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial 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 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 the management.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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 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 it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss the Cash Flow Statement and Statement of
Changes in Equity 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 specified under Section
133 of the Act.

(e) On the basis of the written representations received from the directors as of 31st March 2024 taken
on record by the Board of Directors, none of the directors is disqualified as of 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in " Annexure
1". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the
Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as amended;

(h) In our opinion and to the best of our information and according to the explanations given to us,
the remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position
in its financial statements - Refer Note VII (C) to Annexure B.

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

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

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

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

(j) The dividend has not been declared or paid during the year by the Company in accordance with
section 123 of the Act, as applicable.

(k) Section 143(3)(b) as to whether the Company has maintained proper books of account as
required by law is as under. 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 except for the matters
stated in the paragraph below on reporting under Rule 11(g). However, Based on our examination

carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under
Rule11(g) of the Companies (Audit and Auditors) Rules,2014 (Revised 2024 Edition) issued by the
Institute of Chartered Accountants of India, we report that the Company has Maintained its
accounting records in Software "Tally ERP 9" for period under the review and is in the process of
establishing necessary controls and documentation regarding the audit trail in future Consequently,
Company had used such software where audit trail feature had not enabled.

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 2", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

For S D T & Co.,

Chartered Accountants
FRN: 0112226W

Place: Vadodara Dilip K. Thakkar

Date: 24/05/2024 (Partner)

Membership No. 031269
UDIN: 24031269BKDOWX4881

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Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To the Members of

UTL INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of UTL INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2018,the Statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as Financial Statements)

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 Indian Accounting Standards (Ind AS) 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 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.

Auditor''s 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 thereunder.

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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s 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, of the state of affairs of the Company as at 31st March, 2018, and its profit including other comprehensive income and its 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, 2016 ("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 matter specified in the Paragraph 3 & 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 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 it appears from our examination of those books.

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

d) In our opinion, the 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.

e) On the basis of the written representations received from the directors as on March 31, taken on records by board of directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of internal controls over financial reporting of the Company & the operating effectiveness of such controls, refer to our separate in Annexure-B and

g) 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, in our opinion and to the best of our information and according to the explanations given to us;

The company has no pending litigations which would impact its financial position as on the date;

The company is not required to make any provisions under the applicable law or accounting standards,

for material foreseeable losses, on long term contracts including derivative contracts; iii. There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company, Hence, there is no delay in transferring the amount;

iv. The disclosures regarding details of specified bank notes held and transacted during November 8, 2016 to December 30, 2016 has not been made since the requirement does not pertain to financial year ended March 31, 2018. However, corresponding disclosure as appearing in the audited financial statements for the period ended March 31, 2017 have been disclosed.

For Shirish Desai & Co.,

Chartered Accountants

Firm Registration No. 112226W

Jaydeep A Samani

(Partner)

Membership No. 150207

Place:-Vadodara Date: 28th May, 2018

ANNEXURE- A TO THE INDEPENDENT AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH 1 UNDER REPORT ON OTHER LEGAL AND REGULTORY REQUIREMENTS'' SECTION OF OUR REPORT OF EVEN DATE)

The Annexure referred to in our Independent Auditors Report to the members of the company on the financial statements for the year ended 31 March 2018, -we report that:

I. In respect of fixed assets

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

(b) All fixed assets have been physically verified by the management during the year. There is a regular programme of verification -which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies -were noticed on such verification.

(c) According to the information & explanations given to us & on the basis of our examination of records of the Company there is no immovable property held in the Name of Company.

II. In respect of inventory

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

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are 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 explanation given to us, the Company has maintained proper records of its inventory and no material discrepancies were noted on physical verification.

III. The company has granted unsecured loans to one company covered in the register maintained under section 189 of the companies Act 2013.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were not prejudicial to the company''s interest.

(b) In respect of the aforesaid loans, the principal amounts are repayable on demand and there is no schedule of repayment of principal.

(c) In respect of the aforesaid loan is repayable on demand hence there is no overdue.

IV. As the company has not made any loans to Directors or not made any loans and investment or given guarantees the provisions of Section 185 and 186 of the Companies Act, 2013 are not applicable to the company in respect of the loans and investments made, and guarantees and security provided by it.

V. According to information and explanations gives to us, the company has not accepted any deposits from the public within the meaning of Section 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified hence reporting under paragraph 3(v) of the order is not applicable.

VI. As informed to us, the Company is not required to maintain the cost records pursuant to the Rules made by the Central Government for maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013.

VII. (a) According to the information and explanations given to us in respect of statutory and other dues -we are informed that the provisions of Employees'' Provident Fund Act & Employees'' State Insurance Act, 1948 are not applicable to the Company during the year. According to the records of the Company, undisputed statutory dues including Investors'' Education and Protection Fund, Income-tax, Sales-tax/ VAT, Wealth Tax, Custom Duty, Service Tax, Excise Duty, Cess, and other material statutory dues have been generally regularly deposited -with the appropriate authorities.

(b) According to the information and explanations given to us, there is no undisputed amounts payable in respect of the aforesaid dues -were outstanding as at March 31, 2017 for a period of more than six months from the date they become payable.

VIII. The company has not any outstanding of loans or borrowings from banks for more than 6 months as on balance sheet date.

IX. The company did not raise any money by -way of initial public offer or further public offer (including debt instruments) & term loans during the year. Accordingly, Paragraph 3(IX) of the order is not applicable.

X. To the best of our knowledge and according to information & explanations given to us, no material fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

XI. In our opinion and according to the information & explanations given to us & based on our examination of the records of the company, the company has provided/paid for managerial remuneration in accordance -with the requisite approvals mandated by the provisions of section 197 read -with schedule V to the Act.

XII. In our opinion & according to the information & explanations given to us, the company is not a Nidhi company. Accordingly, paragraph 3(Xii) of the order is not applicable.

XIII. In our opinion and according to information & explanations given to us & based on our examination of the records of the company, transactions -with related parties are in compliance -with section 177 & 188 of the Companies act, 2013 -where applicable & details of such related party transaction have been disclosed in the financial statements as required by the applicable accounting standards.

XIV. According to the information & explanations given to us & over all examination of balance sheet the company has not made any prefential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence reporting requirements under caluse 3(xiv) of the order are not applicable to the company and not commented upon.

XV. In our opinion and according to the information and explanations given to us & based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, the paragraph 3(xv) of the order is not applicable.

XVI. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

For, Shirish Desai & Co.
Chartered Accountants

Firm Registration No. 112226W

Jaydeep A. Saniani (Partner) Membership No.150207

Date: 28th May, 2018
Place: Vadodara

ANNEXURE - B TO THE INDEPENDENT AUDITORS'' REPORT

(REFERRED TO IN PARAGRAPH 2 (f) UNDER REPORT ON OTHER LEGAL AND REGULTORY REQUIREMENTS'' SECTION OF OUR REPORT OF EVEN DATE)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of UTL INDUSTRIES LIMITED ("the Company") as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, Shirish Desai & Co.

Chartered Accountants

Firm Registration No. 112226W

Jaydeep A. Saniani (Partner)
Membership No.150207

Date: 28th May, 2018
Place: Vadodara

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Mar 31, 2014

01. We have audited the accompanying financial statements of UTL Industries Limited (formerly known as Uni-Tubes Ltd) ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended March 31, 2014 then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

02. 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 controls 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

03. 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.

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

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

Opinion

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

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

(b) In the case of the Statement of Profit and Loss, of the profit 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.

Emphasis of Matter

07. We draw your attention to the following

Non-provision of doubtful debts amount to Rs. 71,36,667/- and to that extent the profit for the year is overstated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "26").

Report on Other Legal and Regulatory Requirements

08. 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.

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 8 of the Auditors'' Report of even date to the members of UTL Industries Limited (formerly known as Uni-Tubes Ltd) on the financial statement for the year ended 31st March, 2014

01.

a. The Company has maintained records showing the particulars of its fixed assets. The fixed asset register is in the process of being updated.

b. The management during the year has physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c. As informed to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

02. In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956 ;

a) The Company has taken short term loans from parties covered under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs. 11,78,578/- and the yearend balance is Rs. 10,88,481/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given/ taken by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule therefore the question of overdue amounts does not arise.

03. In our opinion, and according to the information and explanations given to us, existing internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

04.

a. According to the information and explanation given to us, there were no transactions during the year that need to be entered into the register maintained under section 301 of the Act.

b. In view of clause (3) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.

05. The company has not accepted any deposits from the public during the year within the meaning of Sec. 58A and 58AA of the Act and the Rules framed there under.

06. The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.

07. The company has not incurred cash loss during the year ended on March 31, 2014; the accumulated loss at the end of the financial year was more than fifty percent of the net worth of the company as at March 31, 2014.

08. The company has defaulted in repayment of its dues to National Small Industries Corporation.

09. As informed to us the Company has not granted any loans and advances on the basis of security by way of pledge of shares and other securities. Therefore, the provision of Clause 4(xii) of the Order is not applicable to the Company.

10. As the provision of any special statute applicable to chit fund or a nidhi fund or mutual benefit fund / societies are not applicable to the Company, the provisions of clause 4 (xiii) of the Order is not applicable to the company.

11. According to the information and explanation given to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

12. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

13. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly the provision of Clause 4(xviii) of the Order is not applicable to the Company.

14. The Company has not raised any money by public issue during the year. Accordingly, the provision of Clause 4(xx) of the Order is not applicable to the Company.

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

16. No comments are offered on Clause No 4 (ii) (a), (b), (c), 4 (viii), 4 (ix) (a) (b), 4 (xiv), 4 (xvii) and 4(xix) of the Companies (Auditor''s Report) Order, 2003 (CARO) as they are not applicable to the company.

Place: Vadodara For Parikh Shah Chotalia& Associates Chartered Accountants

s/d CA Vijay Parikh (Partner) Membership No: 031773 Date: 28th August, 2014 F.R.N: 118493W Place: Vadodara

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Uni Tubes Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting 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 controls 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

3. 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.

4. 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.

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

Opinion

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

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

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

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

Emphasis of Matter

7. We draw your attention to the following

Non- provision of doubtful debts amount to Rs. 84,87,678/- and to that extent the loss for the year is understated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "26"); Non provision of interest payable to Gujarat State Financial Corporation (Refer Note "27":); The accounts of the Company are drawn up on ''Going Concern basis'' even though the accumulated losses of the Company exceed its paid up capital and reserve (Refer Note "28"); Report on Other Legal and Regulatory Requirements

8. !s required by the Companies (luditor''s Report) Order, 2003, as amended by the Companies (luditor''s Report) (!m endment) Order 2004'' issued by the Central Government of India in terms of Section 227(4A) of the Act (herein after referred to as the Order) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in section 211(3C)oftheAct;

e) On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274(l)(g) of the Act.



For Parikh Shah Chotalia& Associates

Chartered Accountants



Sd/-

CA Vijay Parikh



(Partner) Membership No: 031773

Place: Vadodara F RN. 118493W

Date :27th June, 2013

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Mar 31, 2012

We have audited the attached Balance Sheet of UNI TUBES LIMITED as at 31st March 2012 and also the Profit and Loss Statement of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditor''s Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure 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:

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

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

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

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

(e) On the basis of the written representation received from the Directors as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31 March 2012 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act 1956.

(f) Attention is invited to the following

Non- provision of doubtful debts amount to Rs. 92,01,114/- and to that extent the loss for the year is understated.

Non provision of interest payable to National small Industries Corporation. (Refer Note "24").

Non provision of interest payable to Gujarat State Financial Corporation (Refer Note "25":).

The accounts of the Company are drawn up on ''Going Concern basis'' even though the accumulated losses of the Company exceed its paid up capital and reserve (Refer Note "26"):

3. Subject to the forgoing, in our opinion and to the best of our information and according to the explanations given to us during the normal course of audit, the said accounts read in conjunction with Notes 1 to 27 give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

(b) In so far as it relates to the Profit and Loss Statement, of the Loss for the year ended on that date and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Uni Tubes Ltd as at 31st March 2012)

a) According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured and unsecured, from / to companies, firms or other parties covered in the register maintained under section 301 of the Act.

b) In view of clause (III) (a) above, the question of terms and conditions do not arise.

c) In view of clause (III) (a) above, the question of payment of principal & interest do not arise.

d) In view of clause (III) (a) above, the question of overdue amount more than rupees one lac do not arise.

2 In our opinion and according to the information and explanations given to us, the existing internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

3

a) According to the information and explanation provided by the management, there were no transactions during the year that need to be entered into the register maintained under section 301 Companies Act, 1956.

b) In view of clause (V) (a) above, no comments are offered with regard to transactions having been made at prices that are reasonable as compared to prevailing market price.

4 The company has neither accepted nor renewed any deposits during the year under review and the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public.

5 The existing internal audit system is inadequate in relation to the size of the Company and nature of its business.

6 The company incurred cash loss during the year under audit the accumulated loss at the end of the financial year is more than fifty percent of the net worth of the company as at 31st March 2012.

7 The company has defaulted in repayment of its dues to Gujarat State Financial Corporation, National Small Industries Corporation.

8 As informed to us the Company has not made any loans and advances on the basis of security by way of pledge of shares and other securities.

9 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 (Auditor''s Report) order, 2003 are not applicable to the company.

10 The company has generally maintained records in respect of transactions and contracts with regard to dealing or treading in shares.

11 As informed to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

12 The Company has not obtained any term loans from any bank or financial institutions during the year under review.

13 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956

14 As informed to us there is no fraud on or by the company noticed or reported during the year under review.

15 No comments are offered on Clause No 4 (i) (a) (b) (c), 4 (ii) (a) (b) (c), 4 (viii), 4 (ix), and 4 (xvii) of the Companies (Auditor''s Report) Order, 2003 (CARO) as they are not applicable to the company.

Place: Vadodara For Parikh Shah Chotalia & Associates

Chartered Accountants

Date: 25/05/2012 Sd/-

VIJAY M. PARIKH

Partner

Membership No: 031773 F.R.N: 118493W

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Mar 31, 2007

We have audited the attached Balance Sheet of UNI TUBES LIMITED as at 31st March 2007 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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 (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure 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:

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

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

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

d) In our opinion and to the best of our information, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956;

e) On the basis of the written representation received from the Directors as on 31st March 2007 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31ST March 2007 from being appointed as director in terms of clause (g) of Section 274 (1) of the Companies Act 1956.

f) Attention is invited to the following Non- provision of doubtful debts amount to Rs.92,01,114/- and to that extent the loss for the year is understated. Non-provision of interest payable on secured loan (refer note No: 6 of Schedule K). The accounts of the Company are drawn up on Going Concern basis even though the Accumulated losses of the Company exceeds its paid up capital and reserve. Subject to the forgoing, in our opinion and to the best of our information and according to the explanations given to us during the normal course of audit, the said accounts read in conjunction with Schedules A to L give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007 and

b) In so far as it relates to the Profit and Loss Account, of the loss for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Uni Tubes Ltd as at 31st March 2007)

1. According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured and unsecured, from / to companies, firms or other parties covered in the register maintained under section 301 of the Act

2. According to the information and explanation provided by the management, there were no transactions during the year that need to be entered into the register maintained under section 301 Companies Act, 1956.

3. The company has neither accepted nor renewed any deposits during the year under review and the Company has not complied with the provisions of Sections 58A and 58AA of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public.

4. The accumulated loss at the end of the Financial Year is more than fifty percent of the net worth of the company as at 31st March 2007. The Company has incurred a cash loss of Rs.30,670/- (P.Y. Rs. 28,150/-) during the year under review.

5. The company has defaulted in repayment of its dues to Gujarat State Financial Corporation and Union Bank of India.

6. As informed to us the Company has not made any loans and advances on the basis of security by way of pledge of shares and other securities.

7. 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 (Auditor's Report) order, 2003 are not applicable to the company.

8. As informed to us the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions.

9. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

10. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

11. As informed to us there is no fraud on or by the company noticed or reported during the year under review.

12. No comments are offered on Clause No 4 (i ) (a ) (b) (c), 4 (ii) (a ) (b) (c), 4 (iv ), 4 (vi ), 4 (vii ), 4 (viii), 4 (ix ),4(xiv) and 4 (xvii ) of the Companies (Auditor's Report) Order, 2003 (CARO) as they are not applicable to the company as the company has not undertaken any business activity during the year under review.

FOR VIJAY PARIKH & CO.

Chartered Accountants

s/d

(V. M. PARIKH)

Proprietor Place: Vadodara

Date: 28/08/2007