1) We have audited the attached Balance Sheet of Integra Capital
Management Limited as at31s1 March, 2011 and also the Profit & Loss
Account and the Cash Flow Statement for the year ended on thai dale
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.
2) We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain resonable assurance 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 the management, as well as evaluating overall financial statement
presentation. We believe that our audit provides a reasonable basis for
3) As required by the Companies (Auditor''s Report) Order, 2003 issued
by the Central Government of India in terms of sub-section (4A) of
Section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
4) Further to our comments in the Annexure referred to above, we report
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
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
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 a~d Cash
Flow Statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C)of section 211 of the
Companies Act, 1956;
e. On the basis of written representations received from the Board of
Directors,as on 31st March, 2011 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as
on31st March, 2011 from being appointed as a director in terms of
clause (g) of sub- section(1)of section 274 of the Companies Act, 1956;
f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts 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 affairs of the
Company as at 31st March, 2011;
ii) In the case of the Profit and Loss Account of the Profit for the
year ended on that date; and
ill) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT TO THE MEMBERS OF
INTEGRA CAPITAL MANAGEMENT LIMITED FOR THE YEAR ENDED 31ST MARCH, 2011
1) Fixed Assets
a. The Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets.
b. All the assets haw not been physically verified by the management
during the year but there is a regular programme of verification, which
in our opinion, is reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies were noticed on
c. During the year, the Company, has not disposed off any substantial
part of fixed assets.
a. The inventory has been physically verified during the year by the
management. In our opinion, the frequency of verification is
b. The procedures of physical verification of inventories 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 records of inventory, we are
of the opinion that the Company is maintaining proper records of
inventory. The discrepancies noticed on verification between the
physical stocks and the book records were not material.
a The Company has not granted, any loans/deposits to parties covered in
the Register maintained under Section301 of the Companies Act. 1956.
The Company has not taken any loan from companies, firms and other
parties covered in the Register maintained under Section 301 of the
Companies Act, 1956.
b. In our opinion the rate of interest and other terms and conditions
on which deposits have been granted to the party listed in the Register
maintained under Section 301 of the Companies Act, 1956 are not, prima
facie, Prejudicial to the interest of the Company. There is no
stipulation as to interest.
c. The Company have been repaid the principal amount and interest as
d. There is no overdue amount of loans taken from or granted to
companies, firms or other parties listed in the Registers maintained
under section 301 of the Companies Act, 1956.
4) In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of its
business with regard to purchases of inventories and fixed assets and
sale of shares and securities. During the course of our audit, no major
weakness has been noticed in the internal controls.
a) Based on the audit procedures applied by us and according to the
information and explanation provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under section 301 have been so entered.
b) In our opinion and according to the information and explanations
given to us, the transaction made in respect of the value of Rs.
42,30,000/- for sale of investment to the director''s related party duly
entered in register maintained under Section 301, the management has
informed us that the transaction dealt with are of special nature and
therefore, comparative prices are not available.
6) The Company has not accepted any deposits from the public. The
National Company Law Tribunal has passed no order.
7) In our opinion, the Company has an internal audi system commensurate
with the size and nature of its business.
8) The Company is not required to maintain any cost records under
clause (d) of sub-section (1) of Section 209 of the Act.
9) Statutory Dues
a) According to the records of the Company, the Company Is regular in
depositing with appropriate authorltie9 undisputed statutory dues
Including income-tax, service- tax and other statutory dues as are
applicable to it.
b) According to the records of the Company, there are no dues of
sales-tax, income-tax, custom duty or excise duty which were
outstanding, as at 31st March, 2011 for a period of more than six
months from the date they become payable.
10) Accumulated losses of the Company at the end of the financial year
are less than fifty percent of its net worth. However, it has earned
profit in the financial year ended on 31st March, 2011.
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, bank or debenture holders.
12) The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
13) The company is neither a chit fund company nor a nidhi company or a
mutual benefit company.
14) The Company deals or trades in shares, securities, debentures and
other investments. The Company has maintained proper records of the
transactions and have made timely enries therein. The shares,
securities, debentures and other securities have been held by the
Company in its own name except to the extent of the exemption, if any,
granted under Section 49 of the Act.
15) The Company has not given any guarantee for loans taken by others
from Banks and financial institutions.
16) The Company has not taken any term loans.
17) Based on our examination of the Balance Sheet of the Company as at
31st Marc,, 201,, we are of the opinion that during the year the funds
raised on short-term basis have not been used for long-term investments
and vice versa.
18) The Company has not made any preferential allotment of shares.
19) The Company has not issued any debentures.
20) The Company has not raised any money by public issues.
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 as been noticed or reported during the course of our audit.
For H.K. Dua & Co.
C.A. H.K. Dua
M. No. :080727
Place: New Delhi
Dated: 31st August, 2011