Microse India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2024

We have audited the accompanying Standalone IND AS Financial Statements of
MICROSE INDIA LIMITED (of the Company), which comprise the Balance Sheet as at
31st March, 2024, the Statement of Profit and Loss, including Other Comprehensive
Income, and the Statement of Cash Flows for the year ended on that date and a summary
of the significant accounting policies, and other explanatory information (hereinafter
referred to as "the Standalone Financial Statements") In our opinion and to the best of our
information and according to the explanations given to us, except for the effects of the
matters described in the Basis of Opinion Section of our report, the aforesaid Standalone
Financial Statements give the information required by the Companies Act,2013 ("the Act")
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31st
March, 2024, its Loss including other comprehensive income, its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing [SAs] specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone 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 independence
requirements that arc relevant to our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the standalone financial statements.

Basis for Qualified Opinion

The company has currently recorded its investments and inventory of both quoted and
unquoted equity share instruments at cost value. However, in accordance with IND AS 109
accounting guidelines, it should be valued at Fair Value through Profit and Loss.

In our opinion, the company''s decision to retain delisted stocks in inventory without writing
them off is not in accordance with the Indian Accounting Standards 102. As these stocks
are no longer actively traded and may lack a reliable market value, failing to impair their
value or write them off could result in an overstatement of inventory.

In our opinion, the company''s decision to retain delisted stocks in its investment portfolio
without writing them off is not fully in compliance with the accounting standards. Delisted
stocks, which are no longer actively traded, may not have a reliable market value, and as
such, there is a risk that their carrying value is overstated.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period. These
matters were addressed in the context of our audit of the standalone financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.

We do not have any material observations to report on the above matter.

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

The Company’s Management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Company’s
annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. On the basis of the work we
have performed, we conclude that there is no material misstatement of this other
information, hence we have nothing to report in this regard.

Management’s Responsibility for the Standalone 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 standalone financial statements that give
a true and fair view of the financial position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in accordance with the lnd AS
and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding 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 standalone financial statements that give
a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole arc free from material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs

will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone 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 controls 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 system in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the standalone
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 standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone 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 standalone 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

1. 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 A’, 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 purposes of our audit.

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

c) The Company has no branch office and hence the company is not required to conduct
audit under section 143 (8) of the Act;

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

c) In our opinion, the aforesaid standalone Ind AS financial statements comply with the
Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with
the Companies (Accounts) Rules, 2014 except for qualified opinion stated above.

0 On the basis of the written representations received from the directors as on 3l^sl March
2024, none of the directors are disqualified as on 3 l^sl March 2024 from being appointed as
a director in terms of Section 164 (2) of the Act;

g) 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 B”; and

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

i The Company has no pending litigations that needs to be disclosed in Financial

Statements.

ii. Based on the information and explanations provided to us, the Company does not
have any long-term contracts, including derivatives, for which provisions for material
foreseeable losses need to be provide.

iii. The Company is not required to transfer any amount to the Investor Education and
Protection Fund.

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

b) (ii)Whethcr 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 have been
received by the company from any person(s) or entity(ies), including foreign entities
("Funding Parlies"), with the understanding, whether recorded in writing or otherwise,
that the company shall, whether, directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

c) Based on such audit procedures that the auditor has considered reasonable and
appropriate in the circumstances, nothing has come to their notice that has caused them
to believe that the representations under sub-clause (i) and (ii) contain any material
misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. The company, in respect of financial year commencing on or after the 1st April,
2023, has used accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility.

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

ForTodarwal & Todarwal LLP

Chartered Accountants
ICAI Reg. No.: W100231

SD/-

Kunal Todarwal

Partner

M. No: 137804

UDIN: 24137804BJZWQR6066
Dated: 29^,h May , 2024
Place: Mumbai

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Mar 31, 2014

We have audited the accompanying financial statements of Microse india Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss for the year then ended and a summary of 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 of the Company in accordance with the Accounting Standards notified under Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated 13/09/2013 of the Ministries of the 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 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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:

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

(ii) In the case of the Statement of Profit and Loss, of the Loss 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We would like to draw your attention to Notes on accounts No.25 in regards to the Non current Investments.

b) We would state that trade receivables shown in balance sheet of Rs. Rs.1,61,01,259 have not received which has been overdue. The company has no security for this debt. In our opinion the company is unlikely to receive any payment and full provision of Rs. Rs.1,61,01,259 should have been made. Accordingly, debtors should be reduced by Rs. Rs.1,61,01,259. Profit for the year and retained earnings should be reduced by Rs. Rs.1,61,01,259 Except for the financial effect of not making the provision referred to in the preceding paragraph, In our opinion the financial statements give a true and fair view, in accordance with Generally Accepted Accounting Practice

c) 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;

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

e) The Balance Sheet and Statement of Profit dealt with by this Report are in agreement with the books of account;

f) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated 13/09/2013 of the Ministries of the Corporate Affairs in respect of section 133 of the Companies Act 2013 and

g) On the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

1. (a) The company has maintained proper records showing the particulars including quantitative details of fixed assets.

(b) All the assets have been physically verified by the management during the year.

(c) The Company has not disposed of any asset during the year.

2. The company is not dealing in sale and purchase of goods, hence the other provision of para 2 are not applicable to the company.

3. (a) The Company has taken unsecured loans from the company covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs. 106.58 Lacs and year end balance is Rs.99.45 Lacs.

(b) The Company has not granted any unsecured loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and condition for loans taken and given are not prima facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanation given to us, there was no stipulation regarding the repayment of principal amount and interest.

4. 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.

5. According to the information and explanations given to us the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

6 As explained to us, the Company has not accepted any deposits from public within meaning of section 58A& 58AA or any other relevant provisions of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 during the year under review.

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

8 It was informed that the central government has not prescribed for maintenance of cost records as required under sectfon 209(1) (d) of the Companies Act, 1956.

9 (a) According to the information and explanations given to us and the books and records examined by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities.

(b) 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, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became ps^^^^^

(c) According to the records of the Company, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, excise duty and cess on account of any dispute.

10 The company has accumulated losses at the financial year has incurred cash losses during the financial year covered by our audit. However the company has not incurred loss previous proceeding financial year.

11 In our opinion and according to the information and explanations given to us, the company has not taken any loan from financial institute or bank.

12 According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14 In our opinion, the company has maintained proper records of transactions and contracts of shares, securities, debentures and other investments and has been held in its own name.

15 According to the information and explanations given to us, the Company has not given guarantee for loans taken by other group company from a bank.

16 According to the information and explanations given to us by the management, the company has not taken any term loan during the year.

17 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.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

19 According to the information and explanations given to us the Company has not created any security or charge in respect of any secured debenture, as no secured debenture were issued, hence the provisions of clause 4 (xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

20 The Company has not raised any money through a public issue during the year.

21 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kamal Anil Kapadia & Co. (FirmReg.No.118350W) Chartered Accountants

(M.K. Kapadia) Proprietor Mem.no. 110048

Place: Mumbai Date: 26/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Microse india Limited (''the Company'') which comprise the Balance Sheet as at 31 March 2013 and the Statement of Profit and Loss for the year then ended and a summary of 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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and dteclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013, and

(ii) In the case of the Statement of Profit and Loss, of the profit 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. t

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

a) We would like to draw your attention to Notes on accounts No.24 & 25 in regards to the Non current Investments & sale of Assets respectively

b) 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;

c) 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;

d) The Balance Sheet and Statement of Profit dealt with by this Report are in agreement with the books of account;

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

f) On the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

MICROSE INDIA LIMITED

ANNEXURES TO THE AUDITOR''S REPORT

(Referred to in paragraph 1 of our report on even date)

1. (a) The company has maintained proper records showing the particulars including quantitative details of fixed assets.

(b) All the assets have been physically verified by the management during the year.

(c) The Company has disposed off one of its asset during the year.

2. The company is not dealing in sale and purchase of goods, hence the other provision of para 2 are not applicable to the company.

3. (a) The Company has taken unsecured loans from the company covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.99.73 Lacs and year end balance is Rs.99.73 Lacs.

(b) The Company has not granted any unsecured loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and condition for loans taken and given are not prima facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanation given to us, there was no stipulation regarding the repayment of principal amount and interest.

4. 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.

5. * According to the information and explanations given to us there are no transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 hence other provision of para 5 are not applicable to the company.

6 As explained to us, the Company has not accepted any deposits from public within meaning of section 58A& 58AA or any other relevant provisions of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 during the year under review.

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

8 It was informed that the central government has not prescribed for maintenance of cost records as required under section 209(1) (d) of the Companies Act, 1956.

9 (a) According to the information and explanations given to us and the books and records examined by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities.

(b) 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, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

(c) According to the records of the Company, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, excise duty and cess on account of any dispute,

10 The company neither has accumulated losses at the financial year nor has incurred cash losses during the financial year covered by our audit and in the immediately proceeding financial year.

11 In our opinion and according to the information and explanations given to us, the company has not takqn any loan from financial institute or bank.

12 According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14 In our opinion, the company has maintained proper records of transactions and contracts of shares, securities, debentures and other investments and has been held in its own name.

15 According to the information and explanations given to us, the Company has not given guarantee for loans taken by other group company from a bank.

16 According to the information and explanations given to us by the management, the company has not taken any term loan during the year

17 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.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

19 According to the information and explanations given to us the Company has not created any security or charge in respect of any secured debenture, as no secured debenture were issued, hence the provisions of clause 4 (xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

20 The Company has not raised any money through a public issue during the year.

21 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kamal Anil Kapadia & Co.

(Firm Reg.No.118350W)

Chartered Accountants

(M.K. Kapadia)

Proprietor

Mem.no. 110048

Place: Mumbai

Date: 12/08/2013

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Mar 31, 2012

We have audited the accompanying financial statements of Microse india Limited ('the Company') which comprise the Balance Sheet as at 31 March 2012 and the Statement of Profit and Loss for the year then ended and a summary of 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 of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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:

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

(ii) In the case of the Statement of Profit and Loss, of the profit 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"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We would like to draw your attention to Notes on accounts No.23 of Point No.2 in regards to the Non current Investments of Rs.21,03,050/-.

b) 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;

c) 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;

d) The Balance Sheet and Statement of Profit dealt with by this Report are in agreement with the books of account;

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

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

ANNEXURES TO THE AUDITOR'S REPORT (Referred to in paragraph 1 of our report on even date)

1. (a) The company has maintained proper records showing the particulars including quantitative details of fixed assets

(b) All the assets have been physically verified by the management during the year

(c) The Company has not disposed off any assets during the year.

2. The company is not dealing in sale and purchase of goods, hence the other provision of para 2 are not applicable to the company.

3. (a) The Company has taken unsecured loans from the company covered in the register maintained under section 301 of the Companies Act, 1956, the maximum amount involved during the year was Rs.94.95 Lacs and year end balance is Rs.89.30 Lacs.

(b) The Company has not granted any unsecured loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and condition for loans taken and given are not prima facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanation given to us, there was no stipulation regarding the repayment of principal amount and interest.

4. 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,

5. According to the information and explanations given to us there are no transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 hence other provision of para 5 are not applicable to the company.

6 As explained to us, the Company has not accepted any deposits from public within meaning

of section 58A& 58AA or any other relevant provisions of the Companies act, 1956 and the Companies (Acceptance of Deposits) Rules 1975 during the year under review

7 In our opinion the company has an internal audit system commensurate with the size of the Company and the nature of its business

8 It was informed that the central government has not prescribed for maintenance of cost records as required under section 209(1) (d) of the Companies Act, 1956.

9 (a) According to the information and explanations given to us and the books and records examined by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it with the appropriate authorities.

(b) 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, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues were outstanding at the year end for a period of more than six months from the date they became payable

(c) According to the records of the Company, there are no dues outstanding of sales tax, income tax, custom duty, wealth tax, excise duty and cess on account of any dispute,

10 The company neither has accumulated losses at the financial year nor has incurred cash losses during the financial year covered by our audit and in the immediately proceeding financial year.

11 In our opinion and according to the information and explanations given to us, the company has not taken any loan from financial institute or bank.

12 According to the information and explanations given to us and based on the documents and records produced to'us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14 In our opinion, the company has maintained proper records of transactions and contracts of shares, securities, debentures and other investments and has been held in its own name.

15 According to the information and explanations given to us, the Company has not given guarantee for loans taken by other group company from a bank.

16 According to the information and explanations given to us by the management, the company has not taken any term loan during the year

17 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.

18 The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

19 According to the information and explanations given to us the Company has not created any security or charge in respect of any secured debenture, as no secured debenture were issued, hence the provisions of clause 4 (xix) of Companies (Auditors Report) Order, 2003 are not applicable to the company.

20 The Company has not raised any money through a public issue during the year.

21 Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Kamal Anil Kapadia & Co.

(Firm Reg.No.118350W)

Chartered Accountants

(M.K. Kapadia)

Proprietor

Mem.no.110048

Place: Mumbai

Date: 10/08/2012

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Mar 31, 2010

We have audited the attached balance sheet of M/s MICROSE INDIA LIMITED as at 31st March 2010, and the profit and loss account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. The financial statements are the responsibility of the Companys management. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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 (Auditors Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order, 2004 (together the order) issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered appropriate and the information and explanation given to us during the course of audit, we give in the annexure a statement on the matters specified in the paragraphs 4 & 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 explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of accounts as required by the law have been kept by the Company so far as appears from our examinations of the books of the Company;

c) The Balance Sheet and Profit & Loss Account dealt with report are in agreement with the books of accounts of company;

d) In our opinion, the Balance Sheet and Profit & Loss Account comply with the Mandatory Accounting Standards referred in section 211 (3C) of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of said directors is disqualified as on March 31, 2010 from being appointed as directors in terms of clause (g) of sub section (1) ofe£*g£tt^Z4 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in confirmative with the accounting principles generally accepted in India : -

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

ii) In the case of the Profit & Loss Account of the profit of the Company for the year ended on that date.

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

Statement on the Companies (Auditors report) order 2003

ANNEXURE REFERRED TO IN PARAGRAPH (2) OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE PERIOD ENDED 31st MARCH 2010.

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the Management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) None of the Fixed Assets have been revalued/sold during the Period.

2. As the Company neither has purchased / sold goods except shares during the year nor there is any opening stock or closing stock except shares hence requirement of reporting on physical verification of stock or maintenance of inventory records, in our opinion does not arise. As far as dealing in shares are concerned proper records are being maintained as reported in clause 14 of this report.

3. In respect of loans covered u/s 301 :-

a) The Company has taken unsecured loan from two Companies listed in the Register maintained under Section 301 of the Companies Act, 1956. Maximum amount outstanding during the year was Rs. 77.15 Lacs, and closing balance at year end was Rs. 74.17 Lacs.

b) In our opinion, the terms and conditions on which loans have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not prima fascia, prejudicial to the interest of the Company.

c) There is no overdue amount of loans taken from companies listed in the register maintained under section 301 of the Companies Act 1956.

d) The Company has not given any secured or unsecured loan to Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is no transaction made in pursuance of contacts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

5. The Company has not accepted any deposits from the public.

6. In our opinion and according to^the^wf^jmation and explanations given to us, there are adequate internal control sys^m^ibffiffi^Wate with the size of the Company and the nature of its business for thie purchase ^f^ixod assets and also for the sale of services During the course of our audit, we have not pgserved any major weaknesses in internal controls.

7. The company has a formal internal audit system in view of the limited business activities.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of any activities of the Company.

9. In respect of statutory dues-

(a) We were informed that the provident fund and employees State Insurance Act are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts were outstanding as payable in respect of, Income-tax, Sales-tax, Wealth-tax, Service-tax, Custom Duty, Excise Duty, Cess and other statutory dues at the year end for a period of more than six months from the date they became payable.

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

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current and in the immediate preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not borrowed fund from any bank or financial institution.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has dealt or traded in shares, securities, debentures and other investments including providing other financial services. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures and other investments have been held by the Company in its own name or are being sent for transfer except to the extent of exemption u/s 49 of the Companies Act, 1956.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans during the year and hence the clause 4 (xvi) of the Order relating to the utilization of term loan in not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short- term basis have been used for lojjg^errris investment.

18. During the year, the Company ha§j|pt-made "any^Steferential allotment of shares to parties and companies covered inp^Register maintained under Section 301 of the Companies Act, 1956.

19. As the Company has not issued any debentures, the question of security creation does not arise.

20. The Company has not made any new public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that can have a material bearing on the financial position of the Company.

22. The other clauses of the said order are not applicable to Company.

For KAMAL ANIL KAPADIA & CO. CHARTERED ACCOUNTANTS

(M.K. KAPADIA) PROPRIETOR

Mem.no. 110048 Firm Reg.no. 118350W

Place: Mumbai, Dated: 06/09/2010

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Mar 31, 2009

We have audited the attached balance sheet of M/s MICROSE INDIA LIMITED as at 31st March 2009, and the profit and loss account for the year ended on that date annexed thereto and the cash flow statement for the year ended on that date. The financial statements are the responsibility of the Companys management. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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 (Auditors Report) order, 2003 as amended by the companies (Auditors Report) (Amendment) order, 2004 (together the order) issued by the Central Government of India in terms of section 227(4A) of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered appropriate and the information and explanation given to us during the course of audit, we give in the annexure a statement on the matters specified in the paragraphs 4 & 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 explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of accounts as required by the law have been kept by the Company so far as appears from our examinations of the books of the Company;

c) The Balance Sheet and Profit & Loss Account dealt with report are in agreement with the books of accounts of company;

d) In our opinion, the Balance Sheet and Profit & Loss Account comply with the Mandatory Accounting Standards referred in section 211 (3Q) of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of said directors is disqualified as on March 31, 2009 from being appointed as directors in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in confirmative with the accounting principles generally accepted in India : -

i) In the case of the Balance Sheet of the state affairs of the Company as at 31st March, 2009 and

ii) In the case of the Profit & Loss Account of the profit of the Company for the year ended on that date.

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





ANNEXURE REFERRED TO IN PARAGRAPH (2) OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE PERIOD ENDED 31st MARCH 2009.

1. In respect of its fixed assets:-

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the Management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) None of the Fixed Assets have been revalued/sold during the Period.

2. As the Company neither has purchased / sold goods except shares during the year nor there is any opening stock or closing stock except shares hence requirement of reporting on physical verification of stock or maintenance of inventory records, in our opinion does not arise. As far as dealing in shares are concerned proper records are being maintained as reported in clause 14 of this report.

3. In respect of loans covered u/s 301 :-

a) The Company has taken unsecured loan from two Companies listed in the Register maintained under Section 301 of the Companies Act, 1956. Maximum amount outstanding during the year was Rs. 338.60 Lacs, and closing balance at year end was Rs. 7.14 Lacs.

b) In our opinion, the terms and conditions on which loans have been taken from companies listed in the register maintained under section 301 of the Companies Act,1956 are not prima fascia, prejudicial to the interest of the Company.

c) There is no overdue amount of loans taken from companies listed in the register maintained under section 301 of the Companies Act 1956.

d) The Company has not given any secured or unsecured loan to Companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is no transaction made in pursuance of contacts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

5. The Company has not accepted any deposits from the public.

6. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and also for the sale of services During the course of our audit, we have not observed any major weaknesses in internal controls.

7. The company has a formal internal audit system in view of the limited business activities.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 in respect of any activities of the Company.

9. In respect of statutory dues:-

(a) We were informed that the provident fund and employees State Insurance Act are not applicable to the Company.

(b) According to the information and explanations give to us no undisputed amounts payable in respect of wealth tax, customs duty, sales tax, excise duty, service tax and income tax- were in arrears as at 31.03.2008 for a period of more than six months from the date they became payable.

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

10. The Company neither has accumulated losses at the financial year nor has any cash losses during the financial year covered by our audit.

11. In our opinion and according to the information and explanation given to us, the company has not borrowed fund from any bank or financial institution.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has dealt or traded in shares, securities, debentures and other investments including providing other financial services. Proper records have been maintained of the transactions and contracts and timely entries have been made therein. Shares, securities, debentures and other investments have been held by the Company in its own name or are being sent for transfer except to the extent of exemption u/s 49 of the Companies Act, 1956.

15. The Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans during the year and hence the clause 4 (xvi) of the Order relating to the utilization of term loan in not applicable.

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

18. During the year, 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.

19. As the Company has not issued any debentures, the question of security creation does not arise.

20. The Company has not made any new public issue during the year.

21. In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that can have a material bearing on the financial position of the Company.

22. The other clauses of the said order are not applicable to Company.

FOR RAVINDRA CHATURVEDI & CO.

CHARTERED ACCOUNTANTS



Sd/-

(RAVINDRA CHATURVEDI)

(Proprietor)

Place: Mumbai

Date : 04/09/2009