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

Management's Responsibility for the Financial Statements

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 referred to in sub-section (30) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes: the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements arid 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 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 the 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 audit opinion

Opinion

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

(a) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March. 2014;

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

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and

(e) On the basis of the written representations received from the directors as on 31st March, 2014 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 Section 274 (1) (g) of the Act.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements' section of our report of even date)

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification,

(c) The company has not disposed off substantial part of fixed assets during the year.

2. (a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

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

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

3. (a) The company has granted unsecured loan to companies, firms or other parties listed in the Register maintained under section 301 of the Act, amounting to Rs.179,80 Lacs. The outstanding amount as on Balance Sheet date is Rs. Nil

(b) According to the information and explanations given to us, in our opinion, the rate of interest and other terms and conditions of above loan granted by the company, are riot prima facie, prejudicial to the interest of the company. '

(c) According to the information and explanations given to us, the company to whom loan and advance in the nature of loan have been given, is repaying the principal amount as stipulated and is also regular in payment of interest.

(d) There is no overdue amount of loan granted to the company listed In the register maintained under section 301 of the Act.

4. (a) The company has taken unsecured loan from companies, firms or other parties listed in the Register maintained' under section 301 of the Act, amounting to Rs.76.00 Lacs. The outstanding amount as on Balance Sheet date is Rs. 4.50 lacs.

(b) No interest has been paid on the outstanding amount as the arrangement is on current account basis and the amount is repayable on demand.

(c) The payment of principal amount is regular.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods & services. During the course of our audit, no major weakness has been noticed in the internal controls.

6. In respect of transactions entered in the register maintained in pursuance of Section 301. of the Act.

(a) Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under section 301 of the Act, if any, have been so entered.

(b) According to the information and explanations given to us and where transactions is in excess of Rs. 5.00 Lacs in respect of any party, if any, in our opinion, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time

7.The company has not accepted any deposits from the public.

8. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

9. The company has maintained the cost records as required under Section 209 (1)(d) of the Act. However we have not made the detailed examinations.

10. According to the 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, wealth tax, service tax, sales tax, customs 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.

11. According to the records of the company and information and explanations given to us, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty Excise Duty, Cess and other Statutory Dues, if any, with the appropriate authorities during the year.

12. The company have accumulated losses as at the end of the year which are not more than 50% of its networth. Further the company has not incurred cash losses during the preceding financial year but during the current year the company has incurred cash losses of Rs. 35.75 Lacs.

13. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks. The company has not issued any debenture.

14. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

15. The Provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

16. (a) The company does not deal or trade in shares, securities, debentures and other Investments.

(b) Based on our audit procedures and to the best of our knowledge and belief and according to the information and explanations given to us the shares and securities have been held by the company in its own name.

17. During the year the company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

18. According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

19. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March 2014 we report that no funds raised on short-term basis have been used for long-term investment by the Company.

20. As the compnay has not made any preferential allotment of shares durinq the year, clause (xviii) of the order is not applicable to the company.

21. The company did not have any outstanding debentures during the year.

22. The company has not raised money by any public issues during the year.

23. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

                                 for JAIN MITTAL CHAUDHARY & ASSOCIATES
                                                  CHARTERED ACCOUNTANTS
Place : Hlsar                              Firm Registration No.015140N
Dated ; 28/06/2014
 
                                                         (SACHIN KUMAR)
                                                                Partner
                                                  Membership No. 528180