Auditor Report of ICDS Ltd.

Mar 31, 2025

ICDS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of ICDS LIMITED (‘the Company’), which comprise the Standalone Balance sheet as at March 31, 2025, the standalone Statement of Profit and Loss (including Other Comprehensive Income), standalone Statement of changes in equity and standalone Statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information(hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its profit (including other comprehensive income), changes in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key Audit Matters

We have determined that there are no key audit matters to communicate in our report.

Information other than the standalone Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance report, Shareholder Information but does not include the standalone financial statements and our auditor’s report thereon. The report containing the other information is expected to be made available to us after the date of this auditor’s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the report containing other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management and Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standard on Auditing (SAs) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the ‘Annexure A’, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. The Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) is not reported, in view of the cancellation of Certificate of Registration of Non-Banking Financial Company by the Reserve Bank of India on October 9, 2002.

3. As required by Section 143 (3) of the Act, based on our audit 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 it appears from our examination of those books ;

c) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity, the statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting standards specified under section 133 of the Act read with the Companies (Indian Accounting standards) Rules, 2015 as amended;

e) On the basis of the written representations received from the directors as on March 31, 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’;

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the Company has not paid any remuneration to its Directors during the year and accordingly reporting in accordance with the requirements of Section 197(16) of the Act is not required.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position to the extent quantifiable in its standalone financial statements -Refer Note No. 30 to the standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

iv. a) Management has represented to us that, to the

best of it’s knowledge and belief, (other than as disclosed in the notes to the accounts) no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in

any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) Management has represented to us that, to the best of it’s knowledge and belief, (other than as disclosed in the notes to the accounts) no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on our audit procedures conducted that are considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representation given by the management as mentioned above under paragraph (3)(h)(iv) (a) & (b) contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. As stated in Note 34 to the standalone financial statements and based on our examination which included test checks, the Company, with effect from November 22, 2024 has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated from November 22, 2024 for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with respect of the accounting software where such feature is enabled and logs maintained. The audit trail feature has been preserved by the Company as per the statutory requirements for record retention from the date the audit trail was enabled for the accounting software.

for CHATURVEDI & SHAH LLP

Chartered Accountants

Firm Registration Number : 101720W/W100355

Sd/-

Lalit R Mhalsekar

Partner

Membership Number: 103418

UDIN: 25103418BMJEMS8893

Place: Mumbai

Date: May 27, 2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of ICDS LIMITED (‘the Company’), which comprise the Standalone Balance sheet as at March 31, 2024, the standalone Statement of Profit and Loss (including Other Comprehensive Income), standalone Statement of changes in equity and standalone Statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information(hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (‘Ind AS’) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit (including other comprehensive income), changes in equity and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key Audit Matters

We have determined that there are no key audit matters to communicate in our report.

Information other than the standalone Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of other information. The other information comprises the information included in Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance report, Shareholder Information but does not include the standalone financial statements and our auditor’s report thereon. The report containing the other information is expected to be made available to us after the date of this auditor’s report. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. When we read the report containing other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance. We have nothing to report in this regard.

Responsibility of the Management and those charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management and Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Board of Director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standard on Auditing (SAs) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the ‘Annexure A’, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. The Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 issued by the Reserve Bank of India (RBI) is not reported, in view of the cancellation of Certificate of Registration of Non-Banking Financial Company by the Reserve Bank of India on October 9, 2002.

3. As required by Section 143 (3) of the Act, based on our audit 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 it appears from our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income , the Statement of Changes in Equity, the statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Indian Accounting standards specified under section 133 of the Act read with the Companies (Indian Accounting standards) Rules, 2015 as amended ;

e) on the basis of the written representations received from the directors as on March 31, 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

f) with respect to the adequacy of the internal financial controls with reference to standalone financial statement of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’;

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the Company has not paid any remuneration to its Directors during the year and accordingly reporting in accordance with the requirements of Section 197(16) of the Act is not required.

h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i the Company has disclosed the impact of pending litigations on its financial position to the extent quantifiable in its standalone financial statements - Refer Note No. 30 to the standalone financial statements;

ii the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. a) Management has represented to us that, to the best of it’s knowledge and belief, (other than as disclosed in the notes to the accounts) no funds have been advanced or loaned or invested (either from borrowed funds or

share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) Management has represented to us that, to the best of it’s knowledge and belief, (other than as disclosed in the notes to the accounts) no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

c) Based on our audit procedures conducted that are considered reasonable and appropriate in the circumstances, nothing has come to our attention that cause us to believe that the representation given by the management as mentioned above under paragraph (3)(h)(iv) (a) & (b) contain any material misstatement.

v. The Company has neither declared nor paid any dividend during the year.

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2024 which does not have a feature of recording audit trail (edit log) facility.

for Chaturvedi & Shah LLP

Chartered Accountants

Firm Registration Number : 101720W/W100355

Sd/-

Lalit R Mhalsekar

Partner

Membership Number: 103418

UDIN: 24103418BKCRQQ2296

Place : Mumbai

Date : May 27, 2024

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Mar 31, 2014

We have audited the accompanying financial statements of ICDS Limited ("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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 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 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s 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 suffcient 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,

b) in the case of the Statement of Profit and Loss, 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") as amended, 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 In terms of Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 issued by Reserve Bank of India (RBI), we report that,

a) the Certifcate of Registration is cancelled by Reserve Bank of India on October 9, 2002.

b) the Company has not obtained credit rating.

c) the Company has repaid the deposits/ debentures; interest and/or principal amount of deposits/debentures in terms of the scheme of arrangement sanctioned by the Hon''ble High Court of Karnataka except to the extent of public liabilities which remains unclaimed by instrument holders including cheques issued but not encashed by the instrument holders.

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, 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 referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated September 13, 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 Director 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 Act.

ANNEXURE TO ThE INDEPENDENT AUDITORS'' REPORT

In terms of the Annexure referred to in our report to the members of ICDS Limited (''the Company'') for the year ended March 31, 2014 in Paragraph 1 of Report on Other Legal and Regulatory Requirements, we report that :

i) a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) All the fixed assets of the Company other than those under lease have been physically verifed by the management during the year. In our opinion, the frequency of such verifcation is reasonable having regard to the size of the Company and the nature of its assets. As explained to us, no discrepancies were noticed on such verifcation.

c) The Company during the year has not disposed off substantial portion of fixed assets.

ii) a) The inventory held by the Company has been physically verifed by the management at the year end. In our opinion, the frequency of such verifcation is reasonable.

b) In our opinion, the procedures of physical verifcation of inventory followed by the management are reasonable and adequate in relation to the size of the company and the 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. The discrepancies noticed on physical verifcation of inventory as compared to book records were not material.

iii) a) As per the information and explanation given to us, during the year, the Company has granted interest free unsecured loans aggregating to Rs. 5,200 thousands to one Company listed in the register maintained under Section 301 of the Act. The maximum balance outstanding at any time during the year is Rs.3,500 thousands and balance at the year end is Rs. Nil. b) As per the information and explanation given to us, the terms and condition of loans given by the Company are prima-facie not prejudicial to the interest of the Company.

c) The question of default in repayment of principal amount does not arise as the loan is repaid during the year.

d) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties listed in the Register maintained under Section 301 of the Act. Consequently requirement of clause (iii) (e) to (g) of paragraph 4 of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase of inventory, fixed assets and for sale of goods and 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 been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

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

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant date.

vi) The Company''s liabilities (including public deposits along with interest accrued thereon) were restructured as per the Scheme of Arrangement sanctioned by the Hon''ble High Court of Karnataka vide its Order dated October 15, 2004. Accordingly the Company has repaid its public liabilities. We are informed by the management of the Company that there are no other orders by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii) In our opinion, the Company''s Internal audit is commensurate with its size and nature of its business.

viii) The Central Government has not prescribed maintenance of cost records u/s 209(1)(d) of the Act for the Company.

ix) a) 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 and other statutory dues applicable to it except in case of an amount of Rs. 93,07 thousands which was outstanding for more than 6 months as on the date of balance sheet to be remitted to Investor Education and Protection Fund (IEPF) as referred to in Note nos. 2.06(a) and 2.06(b) of the Financial Statement.

b) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, customs duty and excise duty/ cess other material statutory dues which have not been deposited on account of any dispute except the following:-

Years to which it Name of the Statute Nature of Dues pertains

Income Tax Act, 1961 Disallowance of Block assessment depreciation on year 1991-92 to leased assets 1996-97

Name of the Statute Amount Forum where dispute (Rs. in 000''s) is pending

Income Tax Act 1961 Special Leave Petition 53,069 * before Hon''ble Supreme Court of India

*net of amount paid under protest Rs.49,335 thousands.

x) The Company''s accumulated losses as at March 31, 2014 is not more than fifty percent of its net worth and it has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

xi) 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 / banks. In respect of matured debentures and interest accrued thereon upto July 15, 2002, the Company has repaid all the installments to debenture holders as per the Scheme of Arrangement as sanctioned by the Hon''ble High Court of Karnataka on October 15, 2004.

xii) In our opinion the Company has maintained adequate documents and records where the Company has granted 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, clause 4(xiii) of the Order as amended is not applicable to the Company.

xiv) The Company has maintained proper records for transactions and contracts in respect of trading in shares and other investments and timely entries have been made in those records.

xv) As per information and explanations given to us, the Company has not given any guarantees to Banks or Financial Institutions for loan taken by others.

xvi) The Company has not taken any term loans from banks or financial institutions during the year.

xvii) According to the information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that, the funds raised on a short-term basis of Rs. 12,205 thousands have been used for long term purpose.

xviii) During the year Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered under our report. Accordingly, provisions of clause 4(xix) of the Order are not applicable to the Company.

xx) The Company has not raised any money by public issue during the year.

xxi) During the course of examination of Books of Account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For CHATURVEDI & SHAH Chartered Accountants Firm Registration No.: 101720W

Sd/- C. D. Lala Place : Mumbai Partner Date : May 30, 2014 Membership No.: 35671

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ICDS Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013 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 Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). 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 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.

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 accompanying 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, 2013;

b) in the case of the Statement of Profit and Loss, 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. In terms of Non-Banking Financial Companies Auditor''s Report (Reserve Bank) Directions, 2008 issued by Reserve Bank of India (RBI), we report that,

a) the Certificate of Registration is cancelled by Reserve Bank of India on October 09, 2002.

b) the Company has not obtained credit rating.

c) the Company has repaid all deposits as per the Scheme of Arrangement sanctioned by the Hon''ble High court of Karnataka except to the extent of unclaimed deposits and amount due to investor education and protection fund as explained in Note No. 2.06(a) and (b) of financial statements.

d) There has been some delay in submitting return on deposits as specified in the First Schedule to the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

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, 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 referred to in sub-section (3C) of Section 211 of the Act;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Clause (g) of sub- section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT

In terms of the Annexure referred to in our report to the members of ICDS Limited (''the Company'') for the year ended March 31, 2013 in Paragraph 1 of Report on Other Legal and Regulatory Requirements, we report that:

i) a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) All the fixed assets of the Company other than those under lease have been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and the nature of its assets. As explained to us, no discrepancies were noticed on such verification.

c) The Company during the year has not disposed substantial portion of fixed assets.

ii) a) The inventory held by the Company has been physically verified by the management at the year end. In our opinion, the frequency of such verification is reasonable.

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

c) On the basis of our examination of the inventory records, we are of the opinion that the Company needs to strengthen maintenance of inventory records. As informed to us there was no material discrepancies noticed on physical verification of inventory as compared to book records.

iii) a) As per the information and explanation given to us, during the year, the Company has granted interest free unsecured loans aggregating to Rs. 5,700 thousands to one Company listed in the register maintained under Section 301 of the Act. The maximum balance outstanding at any time during the year is Rs.5,700 thousands and balance at the yearend is Rs. Nil.

b) As per the information and explanation given to us, the terms and condition of loans given by the company are prima- facie not prejudicial to the interest of the company.

c) The question of default in repayment of principal amount does not arise as the loan is repaid during the year.

d) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties listed in the Register maintained under Section 301 of the Act. Consequently requirement of Clause (iii) (e), to (g) of paragraph 4 of the Order are not applicable to the Company.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of the business with regard to purchase of fixed assets except in case of its trading operations for purchase and sale of mobile phones and its accessories and maintenance of inventory records. We are informed that the Company is in the process of strengthening its internal control by implementing appropriate internal control system.

v) a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts and arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Act in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant date.

vi) The Company''s liabilities (including public deposits along with interest accrued thereon) were restructured as per the Scheme of Arrangement sanctioned by the Hon''ble High Court of Karnataka vide its Order dated October 15, 2004. Accordingly the Company has repaid its liabilities. We are informed by the management that there are no other orders by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal. vii) The company does not have internal audit system.

viii) The Central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Act for the Company. ix) a) 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 and other statutory dues applicable to it except in case of an amount of Rs.63,85 thousands which was outstanding for more than 6 months as on the date of balance sheet to be remitted to Investor Education and Protection Fund (IEPF) as referred to in Note Nos. 2.06(a) and 2.06(b) of the Financial Statements. We have been informed by the management of the Company that it is in the process of giving public notification in local news papers of respective branches and in English news paper before remitting the unclaimed/unencashed public liabilities and will remit the same in due course after giving sufficient time to instrument holder to claim their dues as explained in Note Nos. 2.06(a) and 2.06(b) of the Financial Statements. b) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, customs duty and excise duty/cess which have not been deposited on account of any dispute except the following:

x) The accumulated loss of the Company is more than fifty percent of networth during the year and the Company has not incurred cash losses during the current year and the previous year. xi) 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/banks. In respect of matured debentures and interest accrued thereon upto July 15, 2002, the Company has repaid all the installments to debenture holders as per the Scheme of Arrangement as sanctioned by the Hon''ble High Court of Karnataka on October 15, 2004.

xii) In our opinion the Company has maintained adequate documents and records where the Company has granted 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, Clause 4(xiii) of the Order as amended is not applicable to the Company.

xiv) The Company has maintained proper records for transactions and contracts in respect of trading in shares and other investments and timely entries have been made in those records.

xv) As per information and explanations given to us, the Company has not given any guarantees to Banks or Financial Institutions for loan taken by others.

xvi) The Company has not taken any term loans from banks or financial institutions during the year.

xvii) According to the information and explanations given to us, and on overall examination of the Balance Sheet of the Company, we are of the opinion that, no funds raised on a short-term basis have been used for long-term purpose.

xviii) During the year Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

xix) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered under our report. Accordingly provisions of Clause 4 (xix) of the Order are not applicable to the Company.

xx) The Company has not raised any money by public issue during the year.

xxi) During the course of examination of Books of Account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For CHATURVEDI & SHAH

Chartered Accountants

Firm Registration No.: 101720W

Sd/-

C. D. Lala

Place : Mumbai Partner

Date : May 29, 2013 Membership No.: 35671

---

Mar 31, 2012

We have audited the attached Balance Sheet of ICDS Limited ('The Company') as at March 31, 2012, the Statement of Profit and Loss and Cash flow statement for the year ended on that date annexed thereto. 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.

1. We conducted our audit in accordance with 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.

2. As required by the Companies (Auditor's Report) Order, 2003 (the 'Order') as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 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 give 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.

3. Further to our comments in the Annexure referred to in paragraph (2) above, 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 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 & Loss and Cash flow statement dealt by with this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) on the basis of written representations received from the directors, as at March 31, 2012, and taken on record by the Board of Directors of the Company, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of section 274(1)(g) of the Companies Act, 1956.

f) in terms of directives issued by RBI, we state that,

i) the Certificate of Registration is cancelled by Reserve Bank of India on 9th October 2002.

ii) the Company has not obtained credit rating.

iii) the Company has repaid matured/ unpaid deposits as per the Scheme of Arrangement sanctioned by the Hon'ble High court of Karnataka (as referred in the Note No. 2.22 of financial statements).

g) In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements read together with the Notes thereon 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 :

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at March 31, 2012;

ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

The Annexure referred in Paragraph 2 of our report to the members of ICDS Limited ('the Company') for the year ended March 31, 2012. We report that :

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

ii) All the fixed assets of the Company other than those under lease have been physically verified by the management during the year. As explained to us, no material discrepancies were noticed on verification.

iii) The Company during the year has not disposed substantial part of its fixed assets.

2) i) As explained to us, stocks of shares and debentures have been physically verified by the management at reasonable intervals during the year.

ii) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

3) i) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of clause (iii) (a), (b), (c) & (d) of paragraph 4 of the order are not applicable to the Company. ii) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of clause (iii) (e), (f) & (g) of paragraph 4 of the order are not applicable to the Company.

4) 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 the business with regard to purchases of inventory, fixed assets and in respect of income earned. During the course of our audit, no major weakness has been noticed in the internal control system.

5) i) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section

ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under section 301 of the Companies Act, 1956 exceeding Rs.5,00,000/- (Rupees five lakh only) in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant date.

6) The Company's liabilities (including public deposits along with interest accrued thereon) were restructured as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka vide its order dated 15th October 2004. Accordingly the Company has repaid its liabilities. We are informed by the management that there are no other orders by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) In the opinion of the management there is no non-banking financial business done other than repayment of liabilities from the recoveries. Hence internal audit has been discontinued.

8) The Central Government has not prescribed maintenance of cost records u/s 209(1)(d) of the Companies Act, 1956 for the Company.

9) i) 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 and other statutory dues applicable to it except to the extent of non-remittance of unclaimed deposits and interest on matured deposits which is due to Investor Education and Protection fund after 15th July, 2002 which has not been remitted in terms of the Para 3 of Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka on 15th October, 2004.

ii) According to the information and explanations given to us, no undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. We have been further informed that company made provision for income tax during earlier years on prudent basis and have been advised that no taxes payable in respect of the said provision as details given in Note No 2.09 of financial statements.

iii) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, customs duty and excise duty/cess which have not been deposited on account of any dispute except the following :

Name of the Nature of Years to which it Amount Forum where dispute is Statute Dues pertains (Rs. in 000's) pending

Income Tax Disallowance of Assessment years 90,111 Special Leave Petition before Act, 1961 depreciation on 1991-92 to 1993-94 & Hon'ble Supreme Court of leased assets Block assessment year India 1987-88 to 1997-98

10) The accumulated loss of the company is more than 50% of networth. However the Company has not incurred cash losses during the current year and the previous year.

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, banks. In respect of matured debentures and interest accrued thereon upto 15th July 2002, the Company has repaid all installment to debenture holders as per the Scheme of Arrangement as sanctioned by the Hon'ble High Court of Karnataka on 15th October, 2004.

12) In our opinion the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, 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 as amended is not applicable to the Company.

14) The Company has maintained proper records for transactions and contracts in respect of trading in shares and other investments and timely entries have been made in those records.

15) As per information and explanations given to us, the Company has not given any guarantees to Banks or Financial Institutions for loan taken by others.

16) The Company has not taken any term loans from banks or financial institutions during the year.

17) The Company has not raised any short-term funds during the year. Hence the question of using short-term funds for long-term purpose does not arise.

18) During the year Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19) In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered under our report. Accordingly provisions of Clause 4 (xix) of the Order are not applicable to the Company.

20) The Company has not raised any money by public issue during the year.

21) During the course of examination of Books of Account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For CHATURVEDI & SHAH

Chartered Accountants

Firm Registration No.: 101720W

Sd/-

C. D. Lala

Place : Mumbai Partner

Date : May 30, 2012 Membership No.: 35671

---

Mar 31, 2011

We have audited the attached Balance Sheet of ICDS Limited (The Company') as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. 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.

1. We conducted our audit in accordance with 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.

2. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 (together the 'Order') issued by the Central Government of India in terms of Sub-Section (4A) of Section 227 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 give 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.

3. Further to our comments in the Annexure referred to in paragraph (2) above, 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 appears from our examination of those books.

c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) in our opinion the Balance Sheet, Profit & Loss Account and Cash flow statement dealt by with this report comply with the Accounting Standards referred to in Section211(3C)oftheCompaniesAct,1956 except for non-disclosure of information in respect of actuarial valuation as required under Accounting Standard 15 - Employee Benefits (Revised 2005), referred to in Note No. 18(d) of Schedule 'N'.

e) on the basis of written representations received from the Directors of the Company and for the reasons stated in Note No. 14 of Schedule 'N', we state that none of the Directors of the Company are disqualified in terms of Section 274(1 )(g) of the Companies Act, 1956.

f) in terms of directives issued by RBI, we state that,

i) the Certificate of Registration is cancelled by Reserve Bank of India on 9th October, 2002.

ii) the Company has not obtained credit rating.

iii) the Company has repaid matured/ unpaid deposits as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka (refer Note No. 1 of Schedule 'N').

g) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon 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:

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred in Paragraph 2 of our report to the members of ICDS Limited ('the Company') for the year ended 31st March, 2011. We report that :

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

ii) All the fixed assets of the Company other than those under lease, have been physically verified by the management during the year. As explained to us, no material discrepancies were noticed on verification.

iii) The Company during the year has not disposed substantial part of its fixed assets.

2. i) As explained to us, stocks of shares and debentures have been physically verified by the management at reasonable intervals during the year.

ii) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

3. i) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of Clause (iii) (a), (b), (c) & (d) of paragraph 4 of the order are not applicable to the Company.

ii) As per the information and explanations given to us, the Company during the year has taken inter-corporate deposit amounting to Rs. 3.68 crores from a Company listed in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year is Rs. 3.68 crores and balance outstanding at the year end is Rs. Nil as the Company has repaid the inter-corporate deposit on demand.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of the business with regard to purchases of inventory and fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system.

5. i) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 exceeding Rs.5,00,000/- (Rupees five lakh only) in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant date.

6. The Company's liabilities (including public deposits along with interest accrued thereon) were restructured as per the Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka vide its order dated 15th October, 2004. Accordingly the Company has repaid its liabilities. We are informed by the management that there are no other orders by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. In the opinion of the management there is no non-banking financial business done other than repayment of liabilities from the recoveries. Hence internal audit has been discontinued.

8. The Central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 for the Company.

9. i) 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 and other statutory dues applicable to it except to the extent of non-remittance of unclaimed deposits and interest on matured deposits which is due to Investor Education and Protection fund after 15th July, 2002 which has not been remitted in terms of the Para 3 of Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka on 15th October, 2004.

ii) According to the information and explanations given to us, no undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. We have been further informed that Company made provision for income tax on prudent basis and have been advised that no taxes payable in respect of the said provision made during the year and previous year as detailed in Note No. 8 of Schedule N.

iii) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, customs duty and excise duty/cess which have not been deposited on account of any dispute except the following :

Name of Nature of Dues Years to which it the Statute pertains

Income Tax Disallowance of Block Assessment Act, 1961 depreciation on for the period from leased assets 1987-88 to 1997-98

-do- -do- AY 1991-92

Service Tax Service Tax on Up to 2001 Act Hire Charges

Name of the Statue Amount (Rs. in 000s) Forum where dispute is pending

Income Tax 9,94,04 Special Leave Petition Act,1961 before Hon'ble Supreme Court of India

-do- 34,42 -do-

Service Tax 1,61 Stay Order of Hon'ble High Act Court of Judicature at Madras dated 29th August, 2001 in favour of the members of The Equipment Leasing Association (India).

10. The accumulated loss of the Company is more than 50% of networth. However the Company has not incurred cash losses during the current year and the previous year.

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, banks. In respect of matured debentures and interest accrued thereon upto 15th July 2002, the Company has repaid all installment to debenture holders as per the Scheme of Arrangement as sanctioned by the Hon'ble High Court of Karnataka on 15th October, 2004.

12. In our opinion the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has maintained proper records for transactions and contracts in respect of trading in shares and other investments and timely entries have been made in those records.

15. As per information and explanations given to us, the Company has not given any guarantees to Banks or Financial Institutions for loan taken by others.

16. The Company has not taken any term loans from banks or financial institutions during the year.

17. The Company has not raised any short-term funds during the year. Hence the question of using short-term funds for long-term purpose does not arise.

18. During the year Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. As perthe information and explanations given to us, the charge created by the Company in respect of Debenture has been satisfied as referred to in Note No. 2 of Schedule N.

20. The Company has not raised any money by public issue during the year.

21. During the course of examination of Books of Account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For CHATURVEDI & SHAH Chartered Accountants Firm Registration No.: 101720W

Sd/- C. D. Lala Partner Membership No. 35671

Place: Mumbai Date : 28-05-2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of ICDS Limited (The Company) as at 31st March, 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. 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.

1. We conducted our audit in accordance with 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.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Central Government of India in terms of sub section (4A) of Section 227 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 give 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.

3. Further to our comments in the Annexure referred to in paragraph (2) above, 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 appears from our examination of those books.

c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) in our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt by with this report comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 except for non disclosure of information in respect of actuarial valuation as required under Accounting Standard 15 Employee Benefits (Revised 2005), referred to in Note No. 21(d) of Schedule W.

e) on the basis of written representations received from the Directors of the Company and for the reasons stated in Note No. 16 of Schedule N, we state that none of the Directors of the Company is disqualified in terms of Section 274(1 )(g) of the Companies Act, 1956.

f) in terms of directives issued by RBI, we state that,

i) the Certificate of Registration is cancelled by Reserve Bank of India on 9th October 2002.

ii) the Company has not obtained credit rating.

iii) the capital adequacy ratio is negative.

iv) the Companys net owned funds are negative as a result all the loans, advances and Investments have exceeded exposure limits stipulated by Reserve Bank of India.

v) the Company is repaying matured/ unpaid deposits as per the scheme of arrangement sanctioned by the Honble High Court of Karnataka (refer Note No. 1 of Schedule N).

g) Without qualifying our opinion, we draw the attention to Note No. 3 with respect to preparation of accounts by the Company on "going concern basis", despite the erosion of its entire networth, as the liabilities of the Company have been restructured by the scheme of arrangement sanctioned by the Honble High Court of Karnataka which is under implementation.

h) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes thereon and in particular Note No. 11 of Schedule N in respect of pending receipt of details from various branches of banks, 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 :

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2010;

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

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

ANNEXURE TO THE AUDITORS REPORT

The Annexure referred in Paragraph 2 of our report to the members of ICDS Limited (the Company) for the year ended 31st March, 2010. We report that:

1. i) The Company has maintained proper

records showing full particulars including quantitative details and situation of fixed assets.

ii) All the fixed assets of the Company other than those under lease, have been physically verified by the management during the year. As explained to us , no material discrepancies were noticed on verification. )n respect of teased assets physical verification has not been done as most of the accounts have become irregular and the Company has initiated legal proceedings in respect of the same and further the value of depreciated lease assets is insignificant.

iii) The Company during the year has not disposed substantial part of its fixed assets.

2. i) As explained to us, stocks of shares and

debentures have been physically verified by the management at reasonable intervals during the year.

ii) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

3. i) As per the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of Clause

(iii) (a), (b), (c) & (d) of paragraph 4 of the order are not applicable to the Company.

ii) As per the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from Companies, Firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. Consequently requirement of Clause (iii) (e), (f) & (g) of paragraph 4 of the order are not applicable to the Company.

4. In our opinion and according to the

information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of the business with regard to purchases of inventory and fixed assets. During the course of our audit, no major weakness has been noticed in the internal control system.

5. i) Based on the audit procedures applied by

us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section. ii) In our opinion and according to the information and explanations given to us, the transactions pursuant to such contracts or arrangements have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time.

6. The Companys liabilities (including public deposits along with interest accrued thereon) were restructured as per the scheme of arrangement sanctioned by the Honble High Court of Karnataka vide its order dated 15th October 2004. Accordingly the Company has already repaid first five installments and during the year started repaying sixth installment

of these liabilities. We are informed by the management that there are no orders by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7. The Company has discontinued the internal audit as in the opinion of the management there is no nonbanking financial business done other than repayment of liabilities from the recoveries.

8. The Central Government has not prescribed maintenance of cost records u/s 209(1 )(d) of the Companies Act, 1956 for the Company.

9. i) 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 and other statutory dues applicable to it except to the extent of nonremittance of unclaimed deposits and interest on matured deposits which is due to Investor Education and Protection Fund after 15th July, 2002 has not been remitted to Investor Education and Protection Fund as per the Para 3 of scheme of arrangement sanctioned by the Honble High Court of Kamataka on 15th October, 2004.

ii) According to the records of the Company, there are no dues of income tax, wealth tax, sales tax, customs duty and excise duty/cess which have not been deposited on account of any dispute except the following:

Name of the Nature of Years to which it Amount Statute Dues pertains (Rs. in 000s) Income Tax Disallowance of Block assessment for Act, 1961 depreciation on the period from 1987 10,24,04 leased assets 88 to 199798

do do AY 199192 34,29

do do AY 199293 1,41,60

do DisputeonSale AY 93.94 13,80 of Property. Service Tax Service tax on Upto 2001 1,61 Act Hire Charges

Name of the Statute Forum where dispute is pending

Income Tax Special Leave Petition before Honble Act, 1961 Supreme Court of India

-do- -do-

-do- -do-

-do- CIT (Appeals) disposed off.

Service Tax Act Stay Order of Honble High Court of Judicature at Madras dated 29th August 2001 in favour of the members of The Equipment Leasing Association (India).

10. The net worth of the Company has been eroded. The Company has not incurred cash losses during the current year and the previous year.

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

duestoafinancialinstitution, banks. Inrespect of matured debentures and interest accrued thereon upto 15072002, the Company has already paid first five installments and now is in the process of paying sixth installment to debenture holders as per the scheme of arrangement as sanctioned by the Honble High Court of Karnataka on 15th October, 2004.

12. In our opinion the Company has maintained adequate records where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. The Company has maintained proper records for transactions and contracts in respect of trading in shares and other investments and timely entries have been made in those records. We also report that the Company has held the shares, securities, debentures and other securities in its own name except, certain shares which are held in the name of the erstwhile Manipal Investments Limited which was merged with the Company as explained in the Note No. 12 of Schedule N.

15. As per information and explanations given to us, the Company has not given any guarantees to Banks or Financial Institutions except for the guarantees given as referred to in Note No.8 of Schedule N. The terms and conditions of the above guarantees are not prima facie prejudicial to the interest of the Company.

16. The Company has not taken any term loans from banks or financial institutions during the year.

17. The Company has not raised any shortterm funds during the year. Hence the question of using shortterm funds for longterm purpose does not arise.

18. During the year Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. As per our verification and on the basis of information and explanations given to us the Company has created security or charge in respect of debentures issued.

20. The Company has not raised any money by public issue during the year.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH

Chartered Accountants Firm Registration No.: 101720W

Sd/ (C. D. Lala) Place: Mumbai Partner

Date : 10052010 Membership No.: 35671