mpl enterprises ltd Auditors report


INDEPENDENT AUDITOR

To,

The Members of,

MPL ENTERPRISES LIMITED,

MANIPAL

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

Managements 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 and financial performance of the Company in accordance with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13" September, 2013 of the Ministry of 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.

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 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 auditors 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 Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies Internal Control. 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:

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

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

Emphasis of the Matter

We relied on the management perception and the valuation reports as detailed in Note No. 18.01 to the accounts, regarding the value of stock in trade in the nature of immovable properties. Accordingly the such stock in trade considered to be of the value, at least equal to its cost of acquisition. Our opinion is not qualified on this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2003 ("the Order") 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. The Company is carrying on the activity of Money Changing Business (under Full Pledged Money Changers Licence), with due authorization from Reserve Bank of India. As per the directives issued by Reserve Bank of India, the Statutory Auditors of the Company (holding aforesaid licence) are required to Certify the net own funds of the Company as on the date of the Balance Sheet every year. Accordingly it is certified that the net own funds of the Company as on 31st March 2014, as evident from the Audited Financial Statements and as calculated in accordance with the method prescribed by the Reserve Bank of India (i.e. after reducing from the Paid-up Equity Capital and Free Reserves, the amount invested in Subsidiary Company in excess of 10% of "Paid-up Equity Capital and Free Reserves") is Rs.5,98,31,174/- (P.Y. Rs. 3,85,75,997)

3. 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 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 Statement of Profit & Loss, dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and

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.

For PAI NAYAK & ASSOCIATES

Chartered Accountants

Firms Registration Number; 009090S

Sd/-

ANANTHANARAYANA PAI K.

Partner

Membership Number: 024541

Place : Manipal

Date : 25th July, 2014

ANNEXURE TO INDEPENDENT AUDITORS REPORT (issued to the Members of MPL ENTERPRISES LIMITED) REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF EVEN DATE

As required by the Companies (Auditors Report) Order, 2003 (hereinafter referred to as "the order"), issued by the Central Government under 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 further report that:

i) In respect of its fixed assets

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

b) The fixed assets were physically verified during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) As evident from the books of accounts maintained by the Company and as per the information given to us, the Company has disposed off some of the fixed assets during the year under audit. However this does not effect the assumption of going concern.

ii) a) The physical stock of the Company consists of the immovable property, foreign currencies and travellers cheques. As explained to us the same have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of our examination of the inventory records, in our opinion the company is maintaining proper records of inventory. As evident from the records, there are no material discrepancies noticed on physical verification of inventories.

iii) a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of Companies Act, 1956. Therefore further commenting on Clause iii((b)(c)(d) of the order does not arise.

b) The Company has taken loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301 of Companies Act, 1956, by way of Non-Convertible Secured Debentures and Unsecured Deposits. The Company has accepted such amounts from 3 number of persons (2 number of Individuals and 1 number of Company) and the maximum amount due on such accounts is Rs. 4,50,00,000/- and the year end balance in such accounts is Rs.4,50,00,000/-

c) In our opinion, the rate of interest and other terms and conditions on which debentures/deposits as aforesaid, have been taken from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not, prima facie prejudicial to the interest of Company.

d) The Company is regular in payment of principal amount and the interest on the loans.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and sale of goods/services rendered. There are no continuing failures to correct major weakness in internal control system. In our opinion and according to the information and explanations given to us, the internal control systems of Foreign Exchange Business is working satisfactorily.

v) According to the information and explanations given to us, the Company has not entered into any contracts or arrangements during the year, referred to in Section 301 of the Companies Act, 1956. Therefore the provisions of Clause 4(v) of the order are not applicable to the Company.

vi) The Company has not accepted any amount as deposits from the public. Therefore Clause 4(vi) of the order not applicable.

vii) The Company had an Internal Audit System during the year under audit, which in our opinion, was commensurate with the size and nature of its business. The Company had also a Concurrent Audit System, for the purpose of audit of its Foreign Exchange Business Division, which in our opinion, was commensurate with the size and nature of its business. As per the Certificate issued by the aforesaid Concurrent Auditors, the Company is complying with the KYC/AML/CFT guidelines as prescribed by the Reserve Bank of India, in relation to Foreign Exchange Business.

viii) The Central Government has not prescribed any cost records to be maintained u/s 209(1)(d) of Companies Act, 1956. Therefore the question of making any comments therein does not arise.

ix) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess, Investors Education & Protection Fund and other statutory dues applicable to it for a period of more than six months from the date they became payable. According to information and explanations given to us, there are no disputed liabilities remaining unpaid, on account of Income Tax/Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty/Cess and therefore giving information as required under Clause 4(ix)(b) of the order does not arise.

x) As evident from the Balance Sheet of the Company, there are no accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year under audit and in the immediately preceding financial year.

xi) Based on our audit procedures and on the basis of information and explanations given by the management, the company has not defaulted in repayment of dues to the Bank, financial institution and debenture holders.

xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore provisions of Clause 4(xii) of the order is not applicable.

xiii) In our opinion, the Company is not a chit fund or nidhi/mutual benefit fund/society. Therefore the provisions of Clause 4(xiii) of the order are not applicable to the Company.

xiv) The Company has maintained proper records in respect of shares held as investment. The shares have been held by the Company in its own name except to the extent of the exemption if any, granted under Section 49 of the Companies Act, 1956.

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) As In our opinion and according to the information and explanations given to us, the Company has utilized the amount received as unsecured deposits, for the purpose for which the deposit was accepted. The Company has not accepted any other amount as term loan during the year.

xviii) According to the information and explanation given to us and on the basis of 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,

xviii) The Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

xix) As per our verification and according to the information and explanations given to us the company has created securities or charge in respect of debentures issued.

xx) The Company has not raised monies by public issues and hence the question of disclosure and verification of end use of such monies does not arise.

xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For PAI NAYAK & ASSOCIATES

Chartered Accountants

Firms Registration Number; 009090S

Sd/-

ANANTHANARAYANA PAI K.

Partner

Membership Number: 024541

Place : Manipal

Date : 25th July, 2014.