K Dhandapani & Co Ltd Auditor Reports

To the Members of K.Dhandapani & Co. Ltd Report on the Financial Statements

We have audited the accompanying financial statements of K.Dhandapani & Co. Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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

The Companys Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 financial control relevant to the Companys preparation of the financial statements that give true and fair view 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 Companys Directors, 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 on the financial statements.

Basis of Qualified Opinion

During the FY 2012-13, the company has paid dividend at the rate of 220% of the equity share capital amounting to Rs.7.09 Crores. The dividend was paid out of reserves and share capital due to absence of profits, (Reference invited to Note. No. 17 - Part2 - Sub Note.5)

The dividend is in excess of the limits specified in companies (Declaration of dividend out of reserves) Rules, 1975. The company has not sought prior permission of central government u/s 205A of the companies Act, 1956 and the company has filed a petition for compounding of offences before the appropriate authorities on 13^th November 2013. The penal consequence (if any) is not ascertained at this stage.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matter described in the basis of Qualified Opinion paragraph, 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, 2015;

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

(c) in case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Act, we report that:

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as 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)

c) The Balance Sheet, the 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

g) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

Place: Bengaluru	P. B. Vijayaraghavan & Co.,
Date:	Chartered Accountants
	FRN: 004721S
	P.B.Ananthachariar
	Partner
	M. No. 026633

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 of our report of even date,

i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) Fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

ii) The company doesnt have any inventory during the year and hence this clause is not applicable.

iii) (a) The company has not granted loans, secured or unsecured to, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013

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

v) The company has not accepted any deposits from public during the year. Hence the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.

vi) The Central Government has not prescribed maintenance of Cost Records under section 148(1) of the Companies Act 2013.

vii) a) The company has been generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax/ Value Added Taxes, Wealth Tax, Service Tax,

Customs Duty, Excise Duty, Cess, Entry Tax and other statutory dues with the appropriate authorities in India.

b) At the end of the financial year there were no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess, which have not been deposited on account of any dispute.

c) No amount is required to be transferred to investor education and protection fund as there are no unpaid balances in the books of the company.

viii) The company has been incorporated for a period less than 5 years and hence this clause is not applicable.

ix) In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution, banks during the year.

x) According to the information given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) No term loans were obtained by the company during the year.

xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: Bengaluru	P. B. Vijayaraghavan & Co.,
Date:	Chartered Accountants
	FRN:004721S
	P.B.Ananthachariar
	Partner
	M. No. 026633