Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the 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 control, 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.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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 true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 March 31, 2015 and its Profits and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matter in the Notes forming part of the financial statements:-

(a) Note Nos.4.13, 4.14, 4.15 to the financial statements regarding Non Provision of gratuity which describes the uncertainity relating to the outcome of the law suits filed against the company by a former director and his relatives.

(b) Note No.4.16 to the financial statement regarding the claim on non-payment of fixed deposit by the company before the Madras High Court which describes the uncertainty relating to the outcome of the law suits filed against the company by a former director and his relatives.

(c) Note No.4.17 to the financial statement wherein we did not audit the financials of the wholly owned subsidiary whose financials have been consolidated along with those of the company which have been compiled by a Certified Public Accountant, certified by the management as the audit of the wholly owned subsidiary is not mandated as per prevailing rules and regulations of United States of America.

Our opinion is not modified in respect of these matters.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's report) Order 2015 ("the Order), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 3 and 4 of the order.

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, Statement of Profit & Loss Account, 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 written representation received from the Directors as of 31st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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

i) The Company has disclosed the impact of pending litigations on its financial position vide Note No.4.13, 4.14, 4.15 and 4.16.

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.

Annexure to the Independent Auditors' Report :

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

i) In respect of its fixed assets:

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

(b) The Fixed assets of the Company have been physically verified by the Management during the year in accordance with the regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

ii) In respect of its inventories:

The Company does not hold any inventory.

iii) The Company had granted unsecured loans to its wholly owned subsidiary covered in the Register maintained under section 189 of the Companies Act,2013

(a) The balance of the principal and interest stand fully settled as on the date of the balance sheet and the repayments were as per the terms and conditions agreed upon between the parties to the agreement.

(b)No amount is overdue as on the date of the balance sheet.

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 purchases of fixed assets and the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal control system.

v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

vi) The Central Government has not prescribed the maintenance of Cost Records u/s 148(1) of the Act for any of the services rendered by the company

vii) According to the information and explanations given to us, on the basis of our examination of the records of the company in respect of Statutory dues

(a) The company has been regular in depositing undisputed statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales tax, wealth tax, service tax, customs duty, excise duty, VAT, cess and other Material Statutory dues with the appropiate authorities.

(b)No undisputed amounts payable in respect of income tax and other material statutory dues were in arrears as at 31st march 2015 for a period of more than 6 months from the date they became payable.

(c) There are no pending amounts required to be transferred to Investor Education and Protection Fund.

viii) The Company has no accumulated losses at the end of the Financial Year. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any bank / financial institution.

x) In our Opinion according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) In our opinion and according to the information and explanations given to us, the Company has applied the term loans availed during the year for the purpose for which the loans were obtained.

xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

                                   For S. Lakshminarayanan Associates

                                                Chartered Accountants

                                                  S. Lakshminarayanan

                                                              Partner
 
Place : Coimbatore                                        M.No.012024

Date : 29th May, 2015                            Firm Regn.No.006609S