Teknomin Aqua Exports(I) Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2014

We have audited the attached Balance Sheet ofM/s.teknomin aqua exports (India) limited, as at 31 st March, 2014, 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 company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclo- sures 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.

As required by the Companies (Auditor''s Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, vide Notification No.GS.R.480 (E) dated June 12, 2003, We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred in sub-section(3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the directors, as on 31 st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st 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;

f) 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:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

ii) in the case of the Profit and Loss Accounts, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS

M/s.teknomin aqua exports (India) limited

Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect going concern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured or usecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable.

04. 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 to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased any goods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be entered in the register to be maintained U/S 301 of the Compa- nies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us and as shown by the books of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

07. In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records U/s. 209(1 )(d) of the Companies Act, 1956 and hence the Company did not maintained any cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2014 for a period exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited payable in respect of Income-tax, Wealth-tax, Sales-tax, Services-tax, customs duty and excise duty which have remained outstand- ing as at 31st March, 2014 for a period exceeding six months from the date they became payable, except the following as per detials given below:

S.No. Case No.

01. 12013/19/2004 ADJ/AC Dt.09.07.2004 Penalty imposed Rs.2.00 lacs by the Dev. Commissioner, VSEZ, VSP.

Stage

Appeal filed before Honourable High Court of Andhra Pradesh, Hyderabad.

02. C/Appeal No. 212/2000 Dt.05.07.2000 Appeal rejected on the demand of for Rs. 17.44 lacs of CESTAT, Bangalore.

Dues paid as per stay order granted & Appeal filed pending High Court ofAndhra Pradesh, Hyderabad recovery

03. Appeal No. E/Mise 27/07, Dated : 9-5-2007 field before CESTAT, Banglore on the orders issued by commissioner of appeals, Guntur on the tax imposed of Rs. 190 lacs notices of Asll. Commissioner - C.E, Nellore.

Appeal field before CESTAT, Bangolore& Stay Granted

04 Appeal No. 21/2003, Dated: 18-12-2003 in the matter of Buy-back of MPEDA Capital Investment of Rs. 16 lacs as per financial agreement dt: 31-3-1993

Case is in Pendin§ before H''gh Court of Kerala, Ernakulam.

05. Bombay stock exchange Ref No-DCS/ COMP/TO7TB/252/2010-11 Dated p 14-09-2011 Payment of Re-Instalament fee of Rs 12.50 Laks Plus Service tax @ 12.36%

Pending

10. The company has been incorporated for a period exceeding five years. As per the financial statements, the accumulated losses at the end of the year as 31.03.2014, are 502.33 Lacs which accounts 90.18% of its net worth and the company has not incurred any cash losses during the financial years 2013-2014.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has cleared all the dues with the Bank as such the Questionof defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order is not applicable.

14. According to the informaton and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

15 Accoding to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the books and records examined by us, and information and expiations given to us, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us, and books and records exam- ined by us, no funds raised on short-term basis have been utilised for long-term investment.

18. According to the information and explanations given to us, and books and records exam- ined by us, no preferential allotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period under audit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions of clause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management, of any such instance being the noticed or reported during the year.

for HANUMAIAH& Co., Chartered Accountants,

sd/- (K.HANUMAIAH) Partner

Palce : Vijayawada Date : 19-8-2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. teknomin aqua exports (India) limited, as at 31st March, 2012, 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 company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, vide Notification No. GS.R.480 (E) dated June 12, 2003, We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st 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;

f) 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:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012;

ii) in the case of the Profit and Loss Accounts, of the Profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS

M/s. teknomln aqua exports (India) limited

Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect going concern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured or unsecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable.

04. 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 to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased any goods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be entered in the register to be maintained U/S 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us and as shown by the books of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

07. In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records U/s. 209(l)(d) of the Companies Act, 1956 and hence the Company did not maintained any cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2012 for a period exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited payable in respect of Income tax, Wealth tax, Sales tax, Services tax, customs duty and excise duty which have remained outstanding as at 31st March, 2012 for a period exceeding six months from the date they became payable, except the following as per details given below:

Sl. Case Stage No.

01. C/Appeal No. 212/2000 Dt. 05.07.2000 Appeal pending High Appeal rejected on the demand of Court ofAndhra Rs. 17.44 lacs of CESTAT, Bangalore Pradesh Hyderabad for recovery & Stay granted

02. Appeal No. E/Mise 27/07 & Eisty/259/2006 Appeal field before inE/374/2006, Dated : 9-5-2007 field CESTAT, Bangalore & before CESTAT, Bangalore on the orders Stay Granted, case issued by commissioner of appeals, pending in Tribunal Guntur on the tax imposed of Rs. 190 - Bangalore lacs notices of Asll. Commissioner - C.E, Nellore.

03. Appeal No. 21/2003, Dated : 18-12-2003 Case is in pending in the matter of Buy-back of MPEDA before High Court of Capital Investment of Rs. 16 lacs as Kerala, Ernakulam. per financial agreement dt : 31-3-1993, Arbitation appeal Ref: no-3/07/2012 A1-Ho Regd-Letter 21/2003 in dt. 23-07-2012. for one settlement Honourable High Received. Court Ernakulam

04. Bombay stock exchange Ref No-DCS/ Pending COMP/OT/TB/252/2010-11 Dated 14-09-2011 Payment of Re-Installment fee of Rs. 2.50 Lakhs Plus Service tax @ 10.3% In farour of Bombay stock exchange Ltd. by the Company.

10. The company has been incorporated for a period exceeding five years. As per the financial statements, the accumulated losses at the end of the year as 31.03.2012, are 84.56% of its net worth and the company has incurred cash losses during the financial years 2011-12.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has cleared all the dues with the Bank as such the Question of defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the books and records examined by us, and information and expiations given to us, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilised for long-term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the order is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period under audit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions of clause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management, of any such instance being the noticed or reported during the year.

for HANUMAIAH& Co., Chartered Accountants

sd/-

(K. HANUMAIAH) Partner

Palce : Vijayawada Date : 05-09-2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. teknomin aqua exports (India) limited, as at 31st March, 2011, 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 company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, vide Notification No.G.S.R.480 (E) dated June 12, 2003, We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred in sub-section(3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011, from being appointed as a director 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 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:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2011;

ii) in the case of the Profit and Loss Accounts, of the Profit for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS M/s. teknomin aqua exports (India) limited Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect going concern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured or usecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable.

04. 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 to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased any goods, materials and had not sold goods, materials and services in pursuance of contracts or arrangements to be entered in the register to be maintained U/S 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us and as shown by the books of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

07. In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records U/s. 209(l)(d) of the Companies Act, 1956 and hence the Company did not maintained any cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2011 for a period exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited payable in respect of Income-tax, Wealth-tax, Sales-lax, Services- tax, customs duty and excise duty which have remained outstanding as at 31st March, 2011 for a period exceeding six months from the date they became payable, except the following as per detials given below:

S. No. Case No. Stage

01. 12013/19/2004 ADJ/AC Dt.09.07.2004 Appeal filed before Honourable Penalty imposed Rs.2.00 lacs by High Court of Andhra the Dev. Commissioner, VSEZ, VSP. Pradesh, Hyderabad.

02. C/Appeal No. 212/2000 Dues paid as per stay order Dt.05.07.2000 Appeal rejected granted & Appeal filed on the demand of Rs. 17.44 pending High Court ofAndhra lacs of CESTAT, Bangalore. Pradesh, Hyderabad for recovery

03. Appeal No. E/Mise 27/07, Appeal field before CESTAT, Dated : 9-5-2007 field before Bangolore & Stay Granted CESTAT, Banglore on the orders issued by commissioner of appeals, Guntur on the tax imposed of Rs. 190 lacs notices of Asll. Commissioner - C.E, Nellore.

04. Appeal No. 21/2003, Dated : Case is in pending 18-12-2003 in the matter of before High Court of Buy-back of MPEDA Capital Kerala, Ernakulam. Investment of Rs. 16 lacs as per financial agreement dt : 31-3-1993

10. The company has been incorporated for a perid exceeding five years. As per the financial statements, the accumulated losses at the end of the year as 31.03.2011, are 82% of its net worth and the company has not incurred any cash losses during the financial years 2010-1 J, 2009-10 and 2008-09.

11. According to the books and accounts examined by us and the information and explanations given to us the Company has cleared all the dues with the Bank as such the Question of defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order is not applicable.

14. According to the information and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

15 According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the books and records examined by us, and information and expiations given to us, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilised for long-term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period under audit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions of clause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management, of any such instance being the noticed or reported during the year.

for HANUMAIAH & Co., Chartered Accountants,

(K. HANUMAIAH) Partner

Palce : Vijayawada Date : 20-08-2011.

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s.teknomin aqua exports (India) limited, as at 31st March, 2010, 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.

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

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, vide Notification No.GS.R.480 (E) dated. June 12, 2003, We enclose in the Annexure a statement bnthe matters specified in paragraphs 4 and 5 of the said order.

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

a) We have obtained, all the information and explanations, which to the best of our knowledge and belief were

necessary for the purpose of our audit;

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

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

d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred in sub-section(3C) of section 21 of the Companies Act, 1956;

e) On the basis of written representation 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;

f) 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:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010;

ii) in the case of the Profit and Loss Accounts, of the Loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE TO THE REPORT OF THE AUDITORS Referred to in Paragraph 1 of our report of even date.

1.1 The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

1.2 The fixed assets have been physically verified by the management during the period and no serious discrepancies have been noticed on such verification.

1.3 The Company has not disposed substantial part of the fixed assets during the period and hence do not effect going concern status of the company.

2.1 The stock of inventory have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

2.2 In our opinion, the procedures of physical verification of inventory followed by the management reasonable and adequate considering the size of the Company and the nature of its business.

2.3 No material discrepancies have been noticed on physical verification of stocks as compared to book records in so far as appears from our examination of the books.

03. According to the information and the explanations given to us, the Company has not granted any loans secured or usecured to companies, firms or other parties to be listed in the Register to be maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c) & 4(iii)(d) order are not applicable,

04. 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 to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

05. According to the information and explanations given to us, we are of the opinion that the company has not purchased any goods, materials and had not sold goods, materials, and services in pursuance of contracts or arrangements to be entered in the register to be maintained V/S 301 of the Companies Act, 1956. Accordingly clause 4(v)(b) is not applicable.

06. In our opinion and according to the information and explanations given to us. and as shown by the books of accounts, the Company has not accepted deposits within the meaning Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956. Hence compliance of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 does not arise.

07.- In our opinion that the Company has an Internal Audit system commensurate with its size and nature of its Business.

08. We have been informed by the Company that the Central Government had not prescribed any cost records U/s. 209(1 )(d) of the Companies Act, 1956 and hence the Company did not maintained any. cost records.

9.1 According to the books and records examined by us and the information and explanations given to us, the company is regular in depositing with appropriate authorities the undisputed statutory dues payable in respect of Income-tax, Wealth-tax, Sales-tax, Service-tax, customs duty and excise duty which have remained outstanding as at 31st March, 2010 for a period exceeding six months from the date they became payable.

9.2 According to the books and records examined by us and the information and explanations given to us, there were no disputed amounts which are not deposited payable in respect of Income-tax, Wealth-tax, Sales-tax, Services- tax, customs duty and excise duty which have remained outstanding as at 31st March, 2010 for a period exceeding six months from the date they became payable, except the following as per detials given below:

S.No. Case No Stage

01. 12013/19/2004 ADJ/AC Dt.09.07.2004 Appeal filed before Honourable High Court of Andhra Penalty imposed Rs.2.00 lacs by the Pradesh HyderabatL

Dev. Commissioner, VSEZ, VSP.

02. C/Appeal No. 212/2000 Dt.05.07.2000 Dues paid as per stay order granted & Appeal filed

Appeal rejected on the demand of pending.High Court of Andhra Pradesh, Hyderabad

Rs.17.44 lacs of CESTAT, Bangalore. for recovery03. Appeal No. E/Mise 27/07, Dated : 9-5-2007

field before CESTAT, Banglore on the orders APPeal field before CESTAT, Bangolore & Stay

issued by commissioner of appeals, Guntur on Granted

the tax imposed of Rs. 190 lacs notices of Asll. Commissioner - C.E, Nellore.

04. Appeal No. 21/2003, Dated : 18-12-2003 Case is in pending before High Court of in the matter of Buy-back of MPEDA Kerala, Ernakulam.

Capital Investment of Rs. 16 lacs as per financial agreement dt : 31-3-1993

10. The company has been incorporated for a perid exceeding five years. As per the financial statements, the accumulated losses at the end of the year as 31.03.2010, are 93% of its net worth and the company has hot incurred any cash losses during the financial years 2009-10, 2008-09 and 2007-08.

1 1. According to the books and accounts examined by us and the information and explanations given to us the Company has cleared all the dues with the Bank as such the Question of defaults does not arise.

12. According to the books and accounts examined by us and the information and explanations given to us, the Company has not granted any loans and advances against security by way pledge of shares, debentures and other securities.

13. The company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, the provisions of clause 4(xiii) of the Order is not applicable.

14. According to the informaton and explanations given to us the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order, is not applicable.

1 5 Accoding to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. According to the books and records examined by us, and information and expiations given to us, the company has not obtained any term loans during the year.

17. According to the information and explanations given to us, and books and records examined by us, no funds raised on short-term basis have been utilised for long-term investment.

18. According to the information and explanations given to us, and books and records examined by us, no preferential allotment of shares has been made by the company. Accordingly, the provisions of clause 4(xviii) of the Order, is not applicable.

19. According to the information and explanations given to us, the company has not issued debentures during the period under audit. Accordingly, the provisions of clause 4(xix) of the Order, is not applicable.

20. The Company has not raised any money by public issue of shares during the period under audit. Accordingly, the provisions of clause 4(xx) of the Order, is not applicable.

21. During the course of our examination of the accounts of the Company in accordance with generally accepted auditing practices, we have not come across any instances of frauds on or by the Company, nor we have been informed by the management, of any such instance being the noticed or reported during the year.

for HANUMAIAH& Co.,

Chartered Accountants,

Sd/-

(K.HANUMAIAH)

Partner

Palce : Vijayawada

Date : 10-07-2010.