Ace Tours Worldwide Ltd Directors Report.

Independent Auditor

To the Members of ACE TOURS WORLDWIDE LTD

Report On the Financial Statement

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

Management’s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013, issued by 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.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

Opinion

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

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 of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that:

a) we 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the 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.

for RASESH SHAH & ASSOCIATES

Chartered Accountants
RASESH B. SHAH
(PARTNER)
Place : SURAT M. No. 34217
Date : 05/07/2014 (F. R. NO. 108671W)

Annexure to the Independent Auditors’ Report

(Referred to in paragraph (1) under the heading of "report on other legal and regulatory requirements" of our report of even date)

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

(b) The fixed assets have been physically verified by the management during the period at reasonable interval. As explained, no material discrepancy was noticed on physical verification as compared with the record of fixed assets.

(c) In our opinion, substantial part of fixed assets have not been disposed off during the year by the company, hence it does not affect the going concern status of the company.

(2) (a) The management of the company is not required to conduct physical verification of inventories at reasonable intervals during the year.

This company is in the business of Tours and Travels, hence there is no closing stock. In the absence of any transactions related to above clause, the question of our comments on point no. 2(b), 2(c) of CARO, 2004 does not arise.

(3) (a) The company has granted loan to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act,1956. There are Twenty six such parties, to whom the company has granted unsecured loans and the amount of new loan granted is Rs 7,36,80,222/-. The loan granted has been repaid to the extent of Rs 31,79,060/-.

(b) The rate of interest and other terms and conditions of loans given by the company are prima facie not prejudicial to the interest of the company.

(c) In absence of any documentary evidence relating to stipulation for payment of principal amount or interest amount, it is not possible to comment whether payment of principal amount & interest are regular.

(d) The company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. There are thirty one such parties from whom the company has taken loan and the amount of loan taken is Rs 7,18,63,900/-. The loan taken has been repaid to the extent of Rs. 7,28,26,822/-.

(e) The rate of interest and other terms and conditions of loans taken by the company are prima facie not prejudicial to the interest of the company.

(4) In our opinion and according to the information and explanation furnished, there is adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets.

(5) (a) In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5,00,000/- in pursuance of contracts and arrangements, that needed to be entered into the register maintained under section 301 of the Companies Act, 1956.

(b) In respect to above, Para 5(b) is not applicable

(6) In our opinion and according to the information and explanation given, the company has not accepted any deposits falling within the preview of Section 58A/ 58AA of Companies Act, 1956 during the financial year.

(7) In our opinion and according to the information and explanation given to us, the company has adequate internal audit system commensurate with the size and nature of its business.

(8) The central government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act.

(9) (a) In our opinion and according to the information and explanation given, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Wealth Tax, Cess with the appropriate authorities. However, the company has following taxes outstanding as on the 31st March 2014, outstanding for more than six months from the date it became due.

Service tax 2007-08 Rs.2,58,133/-
Service tax 2008-09 Rs. 55,586/-
Service tax 2009-10 Rs.8,23,100/-
Service tax 2012-13 Rs.7,86,592/-
Service tax 2013-14 Rs.12,48,807/-
Professional Tax 2009-10 Rs.21,900/-
Professional Tax 2010-11 Rs.21,278/-
Professional Tax 2011-12 Rs.4,280/-
Professional Tax 2012-13 Rs.40,520/-
Professional Tax 2013-14 Rs.5,675/-
Income Tax 2009-10 Rs.1,20,210/-
ESIC EARLIER YEARS Rs.91,686/-
ESIC 2013-14 Rs.10,989/-

(b) In our opinion and according to the information and explanation given, there are no dues which have not been deposited on account of any dispute. (10) The Company does not have any accumulated losses.

(11) The company has not made any default in repayment of dues to a financial institution or bank.

(12) No loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities by the company.

(13) The company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, clause 4 (xiii) of the Companies (Auditor’s Report) Order 2003 is not applicable to the Company.

(14) No transaction has been carried out by the company for dealing or trading in shares, securities, debentures, and other investments.

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

(16) During the year under consideration, the company has not raised any term loan, hence the question of our comments on this point does not arise.

(17) According to the information and explanations given to us and on an overall examination of Balance Sheet, fund raised on short term basis have not been used for long term investments.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(19) The company has not issued debenture during the year. Hence, the question of creation of securities in respect of debentures does not arise.

(20) According to the information and explanations given to us, the company has raised a sum of Rs. 8,00,00,000/- (Including Security Premium of Rs. 3,00,00,000/-) by way of public issues during the year under review. In this regard, it is stated that the company has temporarily deployed the said fund in inter corporate deposits as an interim measures to earn interest pending deployment towards object of the issue.

(21) In our opinion and according to the information & explanation given to us, no fraud on or by the company has been noticed or reported during the year.

for RASESH SHAH & ASSOCIATES

Chartered Accountants
RASESH B. SHAH
(PARTNER)
Place : SURAT M. No. 34217
Date : 05/07/2014 (F. R. NO. 108671W)