Claro India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s.CLARO INDIA LIMITED, as at 31.03.2010 and 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 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 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 paragiaphs A and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :

i). We have obtained all the information and explanations, which to the best of our knowledge and belief were neces- sary for the purpose of our audit ;

ii). 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 ;

iii). The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account ;

iv). In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section [3-C] of section 211 of the Companies Act, 1956.

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

vi). The accounts are prepared on a going concern basis even though the accumulated losses are more than the Capital & Reserves

vii). In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a). in the case of the Balance Sheet, "of the state of affairs" of the company as at 31.03.2010 ;

b). in the case of Profit and Loss Account, 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.

ANNEXURE TO AUDITORS REPORT RE : M/s. CLARO INDIA LIMITED (Referred to in paragraph 3 of our Report of even date)

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

(b) Fixed Assets have been physically verified by the management during the year and no material discrepan- cies between book record and physical balance have been noticed.

(c) The company did not dispose off any assets during the year.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the fre- quency of verification is reasonable, as verification is conducted at the end of every month.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification be- tween the physical stocks and the book records were not material.

(iii). The Company has not given Loan to other Companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence, sub-clauses (b) to (d) are not applicable.

As regards sub-clauses (e) to (g), the Company has taken loan from company covered in the register maintained under section 301 of the Companies Act, 1956.

In our opinion, the rates of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company. The Company is regular in payment of interest. There is stipulation as regards repayment.

(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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls,

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

(b). There were no transactions covered under this sub-Clause.

(vi). The company has not accepted any fixed deposits from the public during the year.

(vii). In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii). We are informed that Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956.

(ix). (a). The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, excise duty, cess and other material statutory dues applicable to it.

(b). According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

(c). According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.

(x) In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit but in the immediately preceding financial year the company has incurred cash losses.

(xi). In our opinion and according to the information and explanations given to us, the company has not de- faulted in repayment of dues to a financial institution, bank or debenture holders.

(xii). According to the information and explanation given to us, the company has not granted loans and ad- vances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii). In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv). In our opinion, the company is not dealing in or trading in shares, securities, debentures and other invest- ments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xv). According to the information and explanation given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi). No term loans have been raised during the year.

(xvii). According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii). According to the information and explanations given to us, the company has not made preferential allot- ment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix). There were no issue of debentures during the period covered by our audit report.

(xx). There were no public issues during the period under review.

(xxi). According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R.SRIKANTH & SHANTHI ASSOCIATES

Chartered Accountants



Sd/-

Place : Chennai (M.C. Srikanth)(M.No. 018588)

Date : 13.08.2010 Partner