CLUTCH AUTO Auditors Report

We have audited the accompanying financial statements of M/s
Clutch Auto Limited which comprise the Balance Sheet as at March 31,
2015, the Statement of Profit and Loss and Cash Flow and a summary of
significant accounting policies and other explanatory information for
the year then ended.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013("the Act") with respect to
the preparation of these financial statements that give a true and fair
view of the financial position financial performance and cash flow of
the company in accordance with the accounting principles generally
accepted in India, including Accounting Standards specified under
section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules,
2014. This Responsibility 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 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 have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
there under.

We conducted our audit in accordance with the Standards on Auditing
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 misstatements.

An audit involves performing procedures to obtain audit evidences 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 misstatements of the financial statements,
whether due to fraud or error. In making those risk assessments the
auditors consider internal financial controls relevant to the company''s
preparation of the financial statements that give a true and fair view
in order to design audit procedure that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our qualified audit opinion on the
standalone financial statements

Basis for Qualified Opinion :-

1. During the year The Company has not provided interest on the secured
and unsecured loan availed by it from the Bank and Financial
Institutions. Has the company would have provided Interest on the loans
amounting to Rs 27.95 crore ,its net loss would have increased by 27.95
crore to Rs 203.68 crore ( accumulated amount 213.20 crore ) and loans
& liability would have increased by Rs 27.95 crore to Rs 222.33 crore.

Qualified Opinion

In our opinion and to the best of our information and according to the
explanations given to us, except for the effects of the matter
described in the Basis for Qualified Opinion paragraph above, the
aforesaid standalone financial statements give the information required
by the Act in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:-
a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2015;

b) in the case of Statement of Profit and Loss, of the loss 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, 2015 (-the
Order") issued by the central government of India in terms of
sub-section (11) of section 143 of the Companies Act 2013, we give in
the Annexure a statement on the matters specified in paragraphs 3 and 4
of the Order, to the extent applicable.

2. As required by section 143(3) of the Act and Companies (Audit and
Auditors) Rule 2014, 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
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 it appears from our examination of
those books

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statements dealt with by this Report are in agreement with the
books of account.

(d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7of the Companies (Accounts) Rule, 2014.

(e) In our opinion, there are no adverse observations and comments on
the financial transactions of the matters which have adverse effect on
the functioning of the company

(f) On the basis of the written representations received from the
Directors as on March 31, 2015 taken on record by the board of
Directors, none of the directors is disqualified as on March 31, 2015
from being appointed as a director in terms of sub section (2) of
section 164 of the Companies Act 2013.

(g) In our opinion, there are no qualifications, reservation or adverse
remark relating to maintenance of accounts and other matter connected
therewith.

(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, 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 in its financial statements Refer Note IV to the
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.

The Members of CLUTCH AUTO LIMITED on the Accounts for the period ended
on 31st March, 2015)

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

(b) As explained to us all the assets have been physically verified
by the management at regular interval. As informed to us no material discrepancies were noticed on such verification.

2) (a) The inventory has been physically verified during the year by
management. In our opinion, the frequency of verification is reasonable

(b) 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) The company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.

3) The company has not granted unsecured loans to companies, firms or
other parties covered in the register maintained under section 189 of
the Companies Act 2013 during the year and in our opinion, hence para
(a) and (b) are not applicable.

4) In our opinion and according to the information and explanation
given to us, there is an adequate internal control system commensurate
with the size of the company and the nature of its business, for the
purchase of inventory and fixed assets and with regard to the sale of
goods. During the course of our audit, no major weaknesses has been
noticed or reported.

5) In our opinion and according to the information and explanation
given to us, the company has not accepted any deposits in contravention
of the directives issued by the Reserve Bank of India and the
provisions of sections 73 to 76 or any other relevant provisions of the
Companies Act 2013 and the rules framed there under, where applicable,
have been complied with. No order has been passed by the Company Law
Board or National Company Law Tribunal or RBI or any court or any other
tribunal.

6) According to the information and explanation given to us, government
has not prescribed maintenance of cost records under sub section (1) of
section 148 of the Companies Act, 2013 for the products of the company.

7) (a) In our opinion the company is not regular in depositing
undisputed statutory dues including provident fund, employees'' state
insurance, income-tax, sales-tax, wealth tax, service tax, duty of
customs, duty of excise, value added tax, cess and any other statutory
dues with the appropriate authorities. There is arrears of outstanding
statutory dues as at the last day of the financial year concerned for a
period of more than six months from the date they became payable.

Further, since the Central Government has till date not prescribed the
amount of cess payable under section 441A of the companies Act 1956, we
are not in a position to comment upon the regularity or otherwise of
the company in depositing the same.

(b) According to information and explanation given to us, there are
dues on account of income tax or sales tax or wealth tax or service tax
or duty of customs or duty of excise or value added tax or cess, which
have not been deposited on account of any dispute, details of which are
as under :-

Name of
thestatue Name of The Amount (in Rs) Period to
Which Status/Forum
where
dues the amount
relate dispute is
pending

Central
Excise &
Service
tax Appeal Rs.4,21,36,300/- A.Y.
2007-2008 CESTAT
( Appeals)

Income
Tax Appeal Rs.1,07,00,000/- A.Y.
2006-2007 Hon ITAT

Central
Excise &
Service
tax Appeal Rs.3,91,00,000/- A.Y.
2011-2012 Commissioner
Excise

Haryana
VAT Appeal Rs.18,72,92,242/- A.Y.
2008-09
to2011-2012 DET

(c) According to information and explanation given to us, there is no
amount which is required to be transferred to Investor Education and
Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 and rules made there-under.

8) The Company have accumulated losses more than its net worth at the
end of the financial year. Further The Company has incurred cash losses
during the financial year covered by the audit and in the immediately
preceding financial year . Further on September 12,2014 company has
filed an application in BIFR seeking registration u/s 15(1) of Sick
Industrial Companies Act 1985

9) According to information and explanations given to us, the company
has defaulted in repayment of any dues to a financial institution, and
bank during the year of audit.

10)In our opinion and according to information and explanations given
to us, the company has not given any guarantee for loans taken by
others from bank or financial institutions. 11) In our opinion and
according to information and explanations given to us, the company has
not taken any term loan during the year. 12)According to information
and explanations given to us, no fraud on or by the company has been
noticed or reported during the year.

For S C GARG &ASSOCIATES
Chartered Accountants

Place: New Delhi

(Vipin Kumar Ahuja)

Dated: May 30, 2015

(Partner)

Membership No 522081

8, Ground Floor, Anand Vihar,

Pitampura, New Delhi ? 110 034

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

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