ఆడిటర్ నివేదిక Monica Electronics Ltd.

Mar 31, 2014

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

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act 1956 (The Act) read with general circular No. 15/2013 dated 13th September 2013 of Ministry of Corporate Affairs in respect of section 133 of 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.

Auditors'' responsibility

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

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

Basis for Qualified Opinion

Reference is invited to Note 2.8(a) to the financial statements, advances recoverable includes Rs. 232.40 Lacs (previous year Rs. 230.15 Lacs) from corporate companies for which no provision has been made as the confirmation of balances from the parties are on record. However, as per analysis of their net worth, based on the financial statements available, the recovery of the amount is doubtful.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of matter

(i) We draw attention to Note 2.8(b) to the financial statements, on other loans and advances include a sum of Rs.. 3 Lacs (previous year Rs.. 3 Lacs) being fixed deposits with banks held in the names of ex-employees of the company and are pledged with District Court, New Delhi. Interest accrued on above has not been provided in view of uncertainty regarding its realisation.

(ii) We draw attention to Note 2.13 to the financial statements, on balances grouped under advances received from customers and advances recoverable are under reconciliation and subject to confirmation from respective parties. The final adjustment, if any, shall be made on reconciliation of the same. The impact, if any, on the loss for the year cannot be ascertained at this stage.

(iii) We draw attention to Note 2.16 to the financial statements, on the accounts which have been prepared as a going concern inspite of the fact that due to labour problem, the company has closed down its manufacturing operations and its entire net worth has been eroded.

Report on other legal and regulatory requirements

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

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

bb) the report on the accounts of the branch offices audited under section 228 by a person other than the company''s auditor has been forwarded to us as required by clause ( c) of section 228 and have been dealt with in preparing our report in the manner considered necessary by us- Not applicable

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act 1956 read with general circular No. 15/2013 dated 13th September 2013 of Ministry of Corporate Affairs in respect of section 133 of Companies Act 2013;

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Monica Electronics Limited. on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals.

c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. The company does not have any inventory at the end of the year.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not either taken any loans or granted any loan from / to companies or firm covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act were reasonable with reference to the prevailing market rates at that point of time .

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956

7. The internal audit has not been carried by the company during the year.

8. The company has not maintaining any cost records under section 209(1)(d) of the Companies Act, 1956 as no manufacturing activities have been carried out during the year.

9. a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities.

b) According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they beca me payable.

c) According to the information and explanations given to us, there is no dues of sales tax, income tax, custom duty, wealth tax and cess which have not been deposited on accounts of any dispute. However, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of excise duty which has not been deposited.

Name of Statue Nature of dues Amount (Rs. in Lacs)

Central Excise Excise duty - 101.70 lacs Laws Differential Duty, Interest and Penalty



Name of Statute Financial year Forum where pending to which relates

Central Excise Laws 1998-99 CESTAT

10. a) The Company has incurred cash loss during the financial year covered by our audit and incurred cash loss immediately preceding financial year also not covered by our audit. The accumulated losses at the end of the financial year are more then the 50% of the net worth.

b) The Company has eroded its paid up capital and reserves. As per legal opinion taken by the company, it is not a Sick Industrial Company with in the meaning of clause (O) of Section 3(1) of the Sick Industrial Compani es (Special Provisions) Act, 1985.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution or banks. As explained to us the company have deposited the unpaid dues of debenture holders in investors education & protection fund in previous years .

12. According to the information and explanations given 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. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Accordingly, the provision of this clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. The company does not have any term loan.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that funds raised on long-term basis have not been used for short-term investment.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. Based on the information and explanations given to us during the period under Audit the company have not issued any debentures.

20. The Company has not raised any money by way of Public Issue during the year.

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

FOR AGARWAL SETH CO. CHARTERED ACCOUNTANTS FRN:-511761C

(Vikas Agarwal) (Partner) Membership No:- 090508

Place : New Delhi Dated : 30th May 2014

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Mar 31, 2012

1. We have audited the attached balance sheet of MONICA ELECTRONICS LIMITED, as at 31 st March 2012, 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, which we have signed under reference to this report. 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.

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

3. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order 2004, 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 as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

iii) The balance sheet and profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash flow statement comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 to the extent applicable; .

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

vi) We further report that had the observation made by us in Notes to Accounts No. 2.8(a) been considered the loss for the year would have been f. 216.63 lacs as against the reported figure of loss before tax Rs. 0.44 lacs. The accumulated losses would have been Rs. 2717.95 lacs as against the reported figure of Rs. 2501.31 lacs. The impact of our observation given in Notes to Accounts no. 2.3(b), 2.6,2.8(b), 2.14,2.16 and 2.20 is not ascertainable.

vii) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the accounting policies and Notes to Accounts, subject to Notes to Accounts No. 2.14 regarding confirmation of balances, No. 2.6 regarding investments, No. 2.8(b) regarding fixed deposits with banks in the names of ex-employees, No. 2.16 regarding preparation of accounts, No. 2.8(a) regarding non provision of doubtful advances, No. 2.3(b) regarding balance transfer to Investor education and protection fund and note No. 2.20 regarding liability against industrial dispute, gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet, of the State of affairs of the company as at 31 st March, 2012, and

ii) In the case of the Profit and Loss Account of the loss for the year ended on that date.

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

Annexure to the Auditors'' Report

Refereed to in paragraph 3 of our report of even date

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

b) The company has phased programme for physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) None of the Fixed Assets has been revalued during the year.

(ii) The company does not have any inventory at the end of the year.

(iii) The company has not either taken any loan or granted any loan from / to companies or firms covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size, of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements refer to in section 301 of the Companies Act, 1956 have entered in the register required to be maintained under that section, if any;

(vi) The company has not accepted any deposits from the public under section 58A, 58AA or any other relevant provisions of Companies Act, 1961.

(vii) The Company is not maintaining any cost records under section 209(1 )(d) of the Companies Act, 1956 as no manufacturing activities have been carried out during the year.

(viii) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2012 for period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax and cess which have not been deposited on account of any dispute. However, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of excise duty which has not been deposited.

Name of Statue Nature of dues Amount Financial year Forum where pending (Rs. in Lacs) to which relates

Central Excise Laws Excise duty- 101.70 lacs 1998-99 CESTAT Differential Duty, Interest and Penalty

(x) a) The company has incurred cash loss during the financial year covered by our audit but there was no cash loss in the immediately preceding financial year. The accumulated losses at the end of the financial year are more than the 50% of its net worth.

b) The Company has eroded its paid up capital and reserves. As per legal opinion taken by the company, it is not a Sick Industrial Company with in the meaning of clause (O) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank. The company has paid the dues of debenture holders as per scheme of arrangement.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment), Order 2004, are not applicable to the company.

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The company does not have any term loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the company has not used funds raised on long term basis for short-term investment. The company has not raised any short-term funds.

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

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company has not issued any debentures.

(xx) The Company has not raised any money by way of Public Issue during the year.

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

For Goel Garg & Co.,

Chartered Accountants

Sumit Kumar Goyal

(Partner)

M. No.515406

FRN:00397N

Place: New Delhi

Date: 28th May 2012

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Mar 31, 2011

1. We have audited the attached balance sheet of MONICA ELECTRONICS LIMITED, as at 31st March 2011, 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, which we have signed under reference to this report. 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.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004, 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 as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

iii) The balance sheet and profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash flow statement comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 to the extent applicable;

v) On the basis of written representations received from the directors, as on 31 st 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;

vi) We further report that had the observation made by us in note no. 12 given in schedule-10 been considered the loss for the year would have been Rs. 218.04 lacs as against the reported figure of loss before tax Rs. 1.85 lacs. The accumulated losses would have been Rs. 2717.06 lacs as against the reported figure of Rs. 2500.87 lacs. The impact of our observation given in note no. 2, 7 and 13 is not ascertainable.

vii) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the accounting policies and notes given in Schedule No 10 and subject to notes No. 2 regarding confirmation of balances, No.6 regarding investments, No. 7 regarding fixed deposits with banks in the names of ex-employees, No. 11 regarding preparation of accounts, No. 12 regarding non provision of doubtful advances and note No. 13 regarding liability against industrial dispute gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet, of the State of affairs of the company as at 31st March, 2011, and

ii) In the case of the Profit and Loss Account of the loss 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 to the Auditors' Report

Refereed to in paragraph 3 of our report of even date

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

b) The company has phased programme for physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) None of the Fixed Assets has been revalued during the year.

(ii) The company does not have any inventory at the end of the year.

(iii) The company has not either taken any loan nor granted any loan from / to companies or firms covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size, of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements refer to in section 301 of the Companies Act, 1956 have entered in the register required to be maintained under that section, if any;

(vi) The company has not accepted any deposits from the public under section 58A, 58AA or any other relevant provisions of Companies Act, 1961.

(vii) The Company is not maintaining any cost records under section 209(1)(d) of the Companies Act, 1956 as no manufacturing activities have been carried out during the year.

(viii) a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2011 for period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax and cess which have not been deposited on account of any dispute. However, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of excise duty which has not been deposited.

Name of Statue Nature of dues Amount Financial year Forum where pending (Rs. in Lacs) to which relates

Central Excise Laws Excise duty - 101.70 lacs 1998-99 CESTAT Differential Duty, Interest and Penalty

(x) a) The company has incurred cash loss during the financial year covered by our audit but there was no

cash loss in the immediately preceding financial year. The accumulated losses at the end of the financial year are more than the 50% of its net worth.

b) The Company has eroded its paid up capital and reserves. As per legal opinion taken by the company, it is not a Sick Industrial Company with in the meaning of clause (O) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank. The company has paid the dues of debenture holders as per scheme of arrangement.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of cl ause 4(xiv) of the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment), Order 2004, are not applicable to the company.

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The company does not have any term loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the company has not used funds raised on long term basis for short-term investment. The company has not raised any short-term funds.

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

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company has not issued any debentures.

(xx) The Company has not raised any money by way of Public Issue during the year.

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

For GOEL GARG & CO. Chartered Accountants Ajay Rastogi Partner

Place: New Delhi M.NO 84897

Dated: 31th May, 2011 FRN o 00397N

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Mar 31, 2010

1. We have audited the attached balance sheet of MONICA ELECTRONICS LIMITED, as at 31 st March 2010, 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, which we have signed under reference to this report. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order 2004, 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 as we considered appropriate, and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

(iii) The balance sheet and profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash flow statement comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 to the extent applicable;

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

(vi) We further report that had the observation made by us in note no. 13 given in schedule-10 been considered the loss for the year would have been Rs. 237.37 lacs as against the reported figure of loss before tax Rs. 1.18 lacs. The accumulated losses would have been Rs. 2713.82 lacs as against the reported figure of Rs.2497.63 lacs. The impact of our observation given in note no. 2,8 and 14 is not ascertainable.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the accounts read with the accounting policies and notes given in Schedule No 10 and subject to notes No. 2 regarding confirmation of balances, No.6 regarding investments, No. 8 regarding fixed deposits with banks in the names of ex-employees, No.12 regarding preparation of accounts, No. 13 regarding non provision of doubtful advances and note No. 14 regarding liability against industrial dispute gives the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in view in conformity with the accounting principles generally accepted in India:

i) In case of the Balance Sheet, of the State of affairs of the company as at 31 st March, 2010, and ii) In the case of the Profit and Loss Account of the loss 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 to the Auditors Report Refereed to in paragraph 3 of our report of even date

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

(b) The company has phased programme for physical verification of fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) None of the Fixed Assets has been revalued during the year.

(ii) (a) The company does not have any inventory at the end of the year.

(iii) The company has not either taken any loan nor granted any loan from/to companies or firms covered in the register maintained under section 301 ofthe Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size, of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the contracts or arrangements refer to in section 301 of the Companies Act, 1956 have entered in the register required to bemaintained underthatsection, if any;

(vi) The company has not accepted any deposits from the public under section 58A, 58AA or any other relevant provisions of Companies Act, 1961.

(vii) The Company is not maintaining any cost records under section 209(1) (d) of the Companies Act, 1956 as no manufacturing activities have been carried out during the year.

(ix) (a) The company is regular in depositing with arronriate authorities undisputed statutory dues including provident fund, investor education protection fu.-.u •Â•Ã‚¦Â•Ã‚¦Â¦ v»es state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess ana g;; .•_ ^"nal statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31.3.2010 for period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of sales tax, income tax, customs duty, wealth tax and cess which have hot been deposited on account of any dispute. However, according to the records of the company and the information and explanations given to us, the following are the particulars of disputed dues on account of excise duty which has not been deposited

Name of Statue Nature of dues Amount Financial year Forum where pending (Rs. in Lacs) to which relates

Central Excise Excise duty Laws Differential Duty, 10170 lacs 1998-99 CESTAT Interest and Penalty

(x) (a) The company has incurred cash loss during the financial year covered by our audit but there was no cash loss in the immediately preceding financial year. The accumulated losses at the end of the financial year are more than the 50% of its net worth.

(b) The Company has eroded its paid up capital and reserves. As per legal opinion taken by the company, it is not a Sick Industrial Company with in the meaning of clause (O) of Section 3(1) of the Sick Industrial Companies (Special Provisions) Act, 1985.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution and bank. The company has paid the dues of debenture holders as per scheme of arrangement.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of-clause 4(xiv) of the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment), Order 2004, are not applicable to the company:

(xv) The company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The company does not have any term loan.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the company has not used funds raised on long term basis for short- term investment. The company has not raised any short-term funds.

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

(xix) According to the information and explanations given to us, during the year covered by our audit report, the company has not issued any debentures.

(xx) The Company has not raised any money by way of Public Issue during the year

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

For GOEL GARG & CO., Chartered Accountants

Ajay Rastogl Place : New Delhi Partner

Dated :28th May, 2010 M.No. 84897

FRN: 00397N