Kar Mobiles Ltd Auditor Reports

The Members,

Kar Mobiles Limited,

Chennai.

Report on the Financial Statements

We have audited the accompanying financial statements of Kar Mobiles Limited ("the Company") which comprise the Balance Sheet as at 31st March 2014, the Profit and Loss Statement and the 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

The management of the company 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 Companies Act, 1956 ("the Act") and the Accounting Standards referred to in sub section (3C) of Section 211 of "the Act" read with the general circular 15/2013 dated 13.09.2013 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.

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 of 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, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. 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 said financial statements read together with the significant accounting policies and notes to accounts attached thereto, 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 31st March 2014;

b. In the case of the Profit and Loss Statement, 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 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in Paragraphs 4 and 5 of the said Order;

2. As required by section 227(3) of the Act, 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 Statement, 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 and Loss Statement and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956 read with the general circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

(v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors of the company is disqualified as on March 31st, 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 VARMA & VARMA
	Chartered Accountants
	FRN.004532S
	CHERIAN K BABY
Place : Chennai	Partner
Date : May 20, 2014	M.No.16043

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF KAR MOBILES LIMITED FOR THE YEAR ENDED 31ST MARCH 2014

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) We are informed that most of the fixed assets of the company have been physically verified by the management during the previous year based on the fixed assets verification programme laid down by the management of the company which, in our opinion is reasonable having regard to the size of the company and the nature of assets.

(c) The company has not disposed off substantial part of fixed assets during the year.

2. (a) We are informed that the inventory of raw materials, stores and spares in the custody of the company are physically verified by the management on a continuing basis as per a programme of perpetual inventory and inventories of other items have been physically verified at the year-end, the frequency of which, in our opinion is reasonable, having regard to the size of the company and the nature of its business;

(b) In our opinion and according to the explanations given to us, the procedures of physical verification of inventory followed by the management are fairly reasonable and adequate in relation to the size of the company and the nature of its business;

(c) The company is maintaining proper records of inventory and as informed to us, discrepancies of material nature noticed on physical verification, by the management, have been appropriately adjusted in the books of account.

3. (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 except an interest free loan of Rs..0.75Crores given in an earlier year to Rane Foundation, a public charitable trust. The maximum amount involved during the year and the year-end balance of such loan is Rs.0.75 crores;

(b) In our opinion, the terms and conditions of such loan is not prima facie prejudicial to the interests of the company;

(c) The aforesaid mentioned loan is due for repayment during financial year ending 31st March 2016. Accordingly there are no over dues as at the Balance Sheet date;

(d) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are fairly adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. We have not noted any continuing failure to correct major weaknesses in the internal control system, subject to Auditor’s Responsibility paragraph mentioned in the Independent Auditor’s Report above.

5. According to the information and explanations given to us, all transactions which require to be entered in a register maintained pursuant to Section 301 of the Companies Act, 1956 have been so entered. Where each of such transactions is in excess of Rs.5 lakhs in respect of any party, they have been made at cost/ negotiated prices and they either compare favourably with market prices or there are no comparable prices.

6. The company has not accepted any deposits from the public during the year and there are no deposits outstanding as at the beginning and end of the year. Hence, the compliance of provisions of sections 58A and 58AA of the Companies Act, 1956 is not applicable.

7. In our opinion, the company has an adequate internal audit system commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the records maintained by the company pursuant to the order issued by the Central Government under Section 209(1) (d) of the Companies Act, 1956, for the maintenance of cost records in respect of the products of the company and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of these records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and as per our verification of the records of the company, the company has been fairly regular in depositing undisputed statutory dues including Provident fund, Employee’s State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess, Investor Education and Protection Fund and other statutory dues with the appropriate authorities during the year to the extent applicable. There are no arrears of undisputed statutory dues of a material nature outstanding for a period of more than six months from the date on which they became payable;

(b) According to the information and explanations given to us and as per our verification of the records of the company, there are no disputed amounts of tax/ duty that have not been deposited with appropriate authorities as at 31st March 2014 except for the following:

Sl. No.	Name of the Statutes	Amount (Rs.. In Cr.)	Period to which the dispute relates	Forum where dispute is pending
1	Finance Act, 1994	0.07	Apr-2005 to July-2007	Customs Excise and Service Tax Appellate Tribunal
2	Finance Act, 1994	0.03	Sept-2004 to Mar-2005	Customs Excise and Service Tax Appellate Tribunal
3	Finance Act, 1994	0.003	Apr-2011 to Aug-2011	Commissioner of Central Excise (Appeals)
4	Finance Act, 1994	0.02	Nov-2006 to Mar-2009	Commissioner of Central Excise (Appeals)
5	Finance Act, 1994	0.01	Oct-2007 to Mar-2012	Commissioner of Central Excise (Appeals)
6	Customs Act, 1962	0.06	May-2005	Joint Commissioner of Customs
7	Income Tax Act, 1961	0.08	AY 2011-12	Assistant Commissioner of Income Tax

10. There are no accumulated losses at the end of the financial year. The company has also not incurred any cash losses during the year and in the immediately preceding financial year.

11. According to the information and explanations given to us and as per our verification of the records of the company, the company has not defaulted in repayment of dues to the financial institutions and banks.

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

13. Since the company is not a chit fund/nidhi/mutual benefit fund/society, the related reporting requirements are not applicable.

14. Since the company is not dealing or trading in shares, securities, debentures or other investments, the related reporting requirements are not applicable.

15. According to the information and explanations given to us and as per the verification of the records of the company, there are no guarantees given by the company for loans taken by others from banks or financial institutions.

16. According to the information and explanation given to us and as per the verification of the records of the company, the term loans obtained and to the extent utilized during the year were applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and as per our verification of the records of the company, the company has not utilized funds raised on short-term basis for long term purposes, except for an instance of repayment of a term loan using cash credit facility, which was regularized within a week.

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 any debentures during the year.

20. The company has not raised any money by public issues during the year.

21. According to the information and explanations given to us and as per our verification of the records of the company, no fraud either on or by the company has been noticed or reported during the year.

	For VARMA & VARMA
	Chartered Accountants
	FRN.004532S
	CHERIAN K BABY
Place : Chennai	Partner
Date : May 20, 2014	M.No.16043