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CES Ltd.

BSE: 512341 Sector: IT
NSE: N.A. ISIN Code: INE396F01013
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CES Ltd. (CES) - Auditors Report

Company auditors report

To the Members of CES Limited

(Formerly known as Serve All Enterprise Solutions Ltd)

Report on the standalone Financial Statements

We have audited the accompanying standalone financial statements of CES Limited (Formerlyknown as Serve All Enterprise Solutions Ltd) ("the Company") which comprise theBalance Sheet as at March 31 2015 the Statement of Profit and Loss and Cash FlowStatement for the year then ended and a summary of significant accounting policies andother explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ('the act') with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with rule 7 of Companies (Accounts) Rules 2014. Thisresponsibility includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent;design implementation and maintenance of adequate internal financial controls that areoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements:

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2015 its profit and its 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 ofthe Act we give in the Annexure a statement on the matters specified in paragraphs 3 and4 of the Order to the extent applicable.

2. As required by section 143(3) of the Act we further report that:

a) we have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as appears from our examination of those books;

c) the Balance Sheet Statement of Profit and Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

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

e) on the basis of written representations received from the directors as on March 312015 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2015 from being appointed as a director in terms of Section 164(2) of theAct.

f) with respect to other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the company.

For P. Murali & Co.
Chartered Accountants
Firm Registration No: 007257S
P.Murali Mohana Rao
Place: Hyderabad Partner
Date: 29-05-2015 M.No. 023412

Annexure referred to in paragraph 1 of our report of even date to the members of CESLimited (Formerly known as Serve All Enterprise Solutions Ltd) for the year ended 31stMarch 2015 under "Report on other Legal & Regulatory Requirements"

i. (a) The Company has maintained proper records showing full particulars includingquantitative

details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management at reasonableintervals; no material discrepancies between the book records and physical inventory havebeen noticed on such verification.

ii. The Company does not have any inventory. Accordingly the provisions of clause4(ii) of the order are not applicable.

iii. a) The Company has granted unsecured loans to Companies covered in the registermaintained under section 189 of the Companies Act 2013 and the balance outstanding as atthe year end is Rs. 41934397/-

b) In our opinion the terms and conditions on which loans have been granted tocompanies Firms and other parties listed in the register maintained u/s. 189 of theCompanies Act 2013 are not prejudicial to the interest of the company.

c) According to the information and explanation given to us no repayment schedule hasbeen specified and accordingly the clause of regularity in repaying the principal amountdoes not arise.

iv. In our opinion and according to the information and explanations given to us thereis an adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of fixed assets and for the sale of services.Further on the basis of our examination of the books and records of the Company andaccording to the information and explanations given to us no major weakness in theaforesaid internal control system has been noticed or reported.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public covered under Section 73 to 76 of the Companies Act2013.

vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

vii. (a) In our opinion the company is regular in depositing the undisputed statutorydues including Provident Fund Employees' State Insurance Income-tax Sales Tax ServiceTax Custom Duty Excise Duty and other material statutory dues as applicable with theappropriate authorities in India; There were no undisputed statutory dues in arrears as at31st March 2015 for a period of more than 6 months from the date they became payable.

(b) According to the information and explanations given to us there are no dues ofIncome tax Wealth Tax Service Tax Sales Tax Customs Duty and Excise Duty which havenot been deposited on account of any disputes.

(c) There are no amounts that are due to be transferred to the Investors Education andprotection Fund in accordance with the relevant provisions of the Companies Act 1956 [1of 1956] and rules made there under.

viii. The Company has been registered for a period of not less than 5 years and thecompany has no accumulated losses at the end of the financial year and the company has notincurred cash losses in this financial year and in the immediately preceding financialyear.

ix. In our opinion and according to the information and explanations given to us thecompany has not defaulted in repayment of dues to financial institution/banks. The companyhas not issued any debentures.

x. In our opinion and according to the information and explanations given to us theCompany has not given any guarantee for loan taken by others from bank or financialinstitutions. Accordingly the provisions of clause 3(x) of the Order are not applicableto the company.

xi. According to the information and explanations given to us the term loans obtainedby the Company were applied for the purpose for which such loans were obtained.

xii. To the best of our knowledge and according to the information and explanationsgiven to us no material fraud on or by the company has been noticed or reported duringthe year.

For P. Murali & Co.
Chartered Accountants
Firm Registration No 007257S
P. Murali Mohana Rao
Place: Hyderabad Partner
Date: 29-05-2015 M.No.023412

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