Home  »  Company  »  Aimco Pesticides  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Aimco Pesticides Ltd.

Mar 31, 2016

To

The Members of Aimco Pesticides Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Aimco Pesticides Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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 specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, 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 on the financial statements.

Basis for Qualified Opinion

a) The Company has paid remuneration of Rs. 90,74,825 to its directors in earlier years which is in excess than the amount payable under the Act. The Company''s application for approval of the excess sum so paid under section 309 of the Companies Act, 1956 has been rejected by the Central Government (See Note 27.5 of the financial statements);

b) Remuneration paid to the Managing Director Rs. 25,35,000 in earlier year is subject to approval / clarification by the Central Government (See Note 27.6 of the financial statements).

The above matter had also caused us to qualify our audit opinion on the financial statements for the year ended 31st March, 2015.

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 matters described in the Basis for Qualified Opinion paragraph, the aforesaid 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, of the state of affairs of the Company as at 31 March 2016 and 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, 2016 (''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 paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, 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 and the Cash Flow Statement 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 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 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 over financial reporting 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 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 27.2 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) No amount is required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure A to Independent Auditors’ Report

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory requirements'' of our Report of even date to the members of Aimco Pesticides Limited on the financial statements as of and for the year ended 31st March, 2016]

Report on Companies (Auditor’s Report) Order, 2016

On the basis of such checks as considered appropriate and in terms of the information and explanation furnished to us, we state as under:

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

(b) The fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification;

(c) The title deed of the immovable property included in fixed assets and owned by the Company is held in the name of the Company;

(ii) As explained to us, the inventories (except goods-in-transit) have been physically verified during the year by the management at the end of the year and no material discrepancies were noticed on such physical verification;

(iii) (a) The Company has given deposit against leased premises to a firm covered in the register maintained under section 189 of the Act;

(b) In respect of the aforesaid deposit, the same is repayable on surrender of leased premises;

(c) The aforesaid deposit is not overdue for payment;

(iv) In our opinion, the Company has complied with the provisions of sections 185 and 186 of the Act in respect of investments made. The Company has not granted any loan or provided any guarantee to which the provisions of sections 185 or 186 of the Act would apply;

(v) In our opinion the Company has complied with the provisions of Section 73 to 76 and other relevant provision of the Act and the rules framed there under. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal related to compliance with above provisions;

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the same;

(vii) (a) According to the records of the Company examined by us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2016, for a period of more than six months from the date they became payable, except dues under the Income tax Act, 1961 as hereunder:

Nature of dues

Amount (Rs.)

Year to which the amount relates

Income tax

1,11,35,144

1998-99

Fringe benefit tax

17,54,748

2006-07 to 2008-09

Tax deducted at source

5,72,554

2005-06 to 2008-09

(b) According to the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax which have not been deposited on account of any dispute;

(viii) The Company has not defaulted in repayment of loans or borrowing to a bank. The Company has neither availed loans nor borrowings from a financial institution or Government nor issued any debentures;

(ix) The Company has not raised any money by way of initial public offer / further public offer. The term loan raised has been applied for the purpose for which it was raised;

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements we report that no fraud of any material amount by the Company or on the Company by its officers or employees, has been noticed or reported during the year;

(xi) In our opinion the Managerial remuneration for the year has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;

(xii) In our opinion the Company is not a nidhi company. Therefore, clause (xii) of the Order is not applicable to the Company;

(xiii) In our opinion, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable, and the details have been disclosed in the notes to financial statements as required by the applicable accounting standards;

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures hence, the reporting requirements under clause (xiv) of the Order is not applicable to the Company;

(xv) According to the information and explanations given to us, the Company has not entered into any noncash transactions with its directors or persons connected with him;

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Annexure B to Independent Auditors’ Report

[Referred to in paragraph 2(f) under ''Report on Other Legal and Regulatory requirements'' of our Report of even date to the members of Aimco Pesticides Limited on the financial statements as of and for the year ended 31st March, 2016]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act:

We have audited the internal financial controls over financial reporting of the Company as of 31st March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended and as on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''the Guidance Note''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial control over financial reporting. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial control over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial control over financial reporting included obtaining and understanding of internal financial control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatements of the financial statement, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For CNK & Associates LLP

Chartered Accountants

(Firm Registration No. 101961W)

H. V. Kishnadwala

Partner

Membership No. 37391

Place: Mumbai

Date: 14th May, 2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Aimco Pesticides Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The 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 standalone 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 principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 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 standalone 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Basis for Qualified Opinion

The Company has paid the sum of Rs. 25,35,000 during the year and Rs. 90,74,825 in earlier years to the directors by way of remuneration, which is subject to approval of the Central Government under section 197 of the Act (Refer Note 28.6 of the financial statements).

The above matter had caused us to qualify our audit opinion on the financial statements for the year ended 31st March, 2014.

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 matters described in the Basis for Qualified Opinion paragraph, the aforesaid 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, of the state of affairs of the Company as at 31 March 2015 and 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 of the Act, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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 28.2 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) No amount is required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory requirements' of our Report of even date to the members of Aimco Pesticides Limited on the standalone financial statements as of and for the year ended 31st March, 2015]

On the basis of such checks as considered appropriate and in terms of the information and explanation furnished to us, we state as under:

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

(b) The fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification.

(ii) (a) As explained to us, the inventories (except goods-in-transit) have been physically verified during the year by the management at the end of the year. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification needs to be increased.

(b) In our opinion procedures of physical verification of inventory should be at more frequent intervals considering the size of the Company and the nature of is business.

(c) In our opinion, the Company is maintaining proper records of inventory and the discrepancies noticed on physical verification of the same were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) (a) The Company has given deposit against leased premises to a firm covered in the register maintained under section 189 of the Act.

(b) In respect of the aforesaid deposit, the same is repayable on surrender of leased premises.

(c) In respect of the aforesaid deposit, in absence of any defaults, the question of taking reasonable steps for the recovery of the principal amount does not arise.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) In our opinion the Company has complied with the provisions of Section 73 to 76 and other relevant provision of the Act and the rules framed thereunder. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal related to compliance with above provisions.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and are of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. We have not, however, made a detailed examination of the cost records with a view to determining whether they are accurate or complete.

(vii) (a) According to the records of the Company examined by us, there are no undisputed statutory dues payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues as applicable which are outstanding at the year-end for a period of more than six months from the date they became payable, other than a sum of Rs. 1,06,26,596 of income tax, Rs. 16,50,227 of fringe benefit tax and Rs. 5,45,612 on account of tax deducted at source.

(b) According to the records of the Company examined by us, there are no dues of Income Tax, sales tax, wealth-tax, service tax, duty of customs, duty of excise, value added tax or cess which have not been deposited on account of any dispute.

(c) In our opinion no amount is required to be transferred to the investor education and protection fund.

(viii) The Company has accumulated losses as on 31st March, 2015 which are more than fifty percentage of the net worth of the Company. The Company has not incurred cash losses during the current financial year as well as during the immediately preceding financial period.

(ix) The Company has not defaulted in repayment of any dues to banks. There are no dues to a financial institution or to debenture holders.

(x) The Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xi) In our opinion the term loan has been applied for the purpose for which it was obtained.

(xii) During the course of our examination of the books and records of the Company, we have neither come across any instance of fraud of any material amount on or by the Company nor have we been informed of any such case by the management.

For CNK & Associates LLP

Chartered Accountants Firm's Registration No. 101961W

H. V. Kishnadwala

Partner

Membership No: 37391

Place : Mumbai Dated : 29th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Aimco Pesticides Limited which comprise the Balance Sheet as at March 31,2014, 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 in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 [which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013, issued by the Ministry of Corporate Affairs]. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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 judgement, including the assessments of the risk of material misstatements 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 Company''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 sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

The Company has paid remuneration, including commission, to directors and the ex- director in earlier years which is subject to approval of the Central Government under section 309 of the Companies Act, 1956. (Refer Note 29.4 of the financial statements);

The above matter had caused us to qualify our audit opinion on the financial statements for the six months period ended 31st March, 2013.

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 matters described in the Basis for Qualified Opinion paragraph, 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'') 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. 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. 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 Companies Act, 1956;

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 directors 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 Companies Act, 1956.

3. The Company does not have a whole-time secretary as required under section 383A of the Companies Act, 1956;

The Annexure referred to in our report to the members of Aimco Pesticides Limited (''the Company'') for the year ended 31st March 2014. We report that:

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

1(b) As per the information and explanations given to us, the fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification.

1(c) The fixed assets disposed of during the year do not constitute substantial part of the fixed assets.

2(a) As per the information furnished, the inventories (except goods-in-transit) have been physically verified during the year by the management at the end of the year. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification needs to be increased;

2(b) In our opinion and according to the information and explanations given to us, procedures of physical verification of inventory should be at more frequent intervals;

2(c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3(a) As per the information and explanations given to us, the Company has in earlier years paid deposit to a party covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding as at 31st March, 2014 and the maximum amount outstanding during the period was Rs. 70,02,068. (Also refer Note below 15 in the Financial Statements).

3(b) In case of the aforesaid deposit the terms and conditions are not prima-facie prejudicial to the interests of the Company.

3(c) In case of the aforesaid deposit, the same is repayable on surrender of leased premises.

3(d) In case of the aforesaid deposit, since there is no default by the party, the question of taking reasonable steps for the recovery of the principal amount does not arise.

3(e) As per the information and explanations given to us, the unsecured loans taken in earlier years from parties covered in the register maintained under section 301 of the Companies Act, 1956 have been repaid and no balance is outstanding as at 31st March, 2014.

4 In our opinion and as explained to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5(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 Company has not entered into any transactions which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

5(b) As referred to above, since there are no transactions the particulars of which are required to be entered in the register maintained under section 301 of the Act, the clause regarding reasonableness or otherwise of such transaction is not applicable.

6 In our opinion and according to the explanations given to us, the Company has not complied with the provisions of Section 58A and 58AA and other relevant provision of the Companies Act, 1956 and rules made there under in so far as that its Net Owned Fund as at the beginning of the year is below Rs. 1 crore and hence, it is not permitted to accept / renew deposits under rule 3(i)(e). According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal on the Company in respect of the aforesaid deposits.

7 The Company has appointed a firm of Chartered Accountants to conduct the internal audit. In our opinion, the internal audit needs to be further strengthened and scope thereof widened in order to cover additional areas and make it commensurate with the size and nature of business and the activities of the Company.

8 On the basis of the records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Central Government under section 209(1)(d) of the Act have been made and maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such records and accounts.

9(a) According to the information and explanations given to us and the records examined by us, there is a delay by the Company in depositing with the appropriate authorities undisputed statutory dues on account of income-tax, service tax and other statutory dues. According to, the information and explanations given to us, following undisputed arrears of statutory dues were outstanding as at 31st March, 2014, for a period of more than six months from the date they became payable.

Nature of the Nature of Amount(Rs) Period to which Statute the Dues relates

Income Tax Act Income tax 1,01,18,048 1998-99

Income Tax Act Tax deducted at Source 1,34,640 2005-06

Income Tax Act Tax deducted at Source 3,51,202 2006-07

Income Tax Act Tax deducted at Source 1,60,512 2007-08

Income Tax Act Tax deducted at Source 1,68,838 2008-09

Income Tax Act Fringe Benefit Tax 6,22,645 2006-07

Income Tax Act Fringe Benefit Tax 3,84,256 2007-08

Income Tax Act Fringe Benefit Tax 4,34,285 2008-09

9(b) According to the records of the Company, there are no dues of Income Tax, sales tax, wealth-tax, service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10 The Company has accumulated losses as on 31st March, 2014 which are more than fifty percentage of the net worth of the Company. The Company has not incurred cash losses during the current financial year as well as during the immediately preceding financial period.

11 As per the information and explanation furnished to us the Company has not defaulted in repayment of dues to a bank during the year.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund company or nidhi/ mutual benefit fund/society.

14 In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The shares held as investments are held in the name of the copmpany.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16 According to the information and explanations given to us, no term loan is raised during the year and the term loans raised during the earlier years were used for the purpose for which it was raised.

17 Based on our examination of the Balance Sheet of the Company as at 31st March, 2014, we report that the Company has used short-term funds amounting to Rs. 4,24,11,140 for long-term investments.

18 The Company has not made any preferential allotment of shares during the year.

19 During the year covered by our audit the Company has not issued any secured debentures.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of CNK & Associates LLP, Chartered Accountants Firm Registration No.: 101961W

H. V. Kishnadwala Partner Membership No.: 37391

Place: Mumbai Date: 30th May, 2014


Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Aimco Pesticides Limited which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the six months 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 in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation of the financial statements that 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 judgement, including the assessments of the risk of material misstatements 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 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 Company''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 sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

a. The Company has paid remuneration, including commission, to directors and the ex- director in earlier years which is subject to approval of the Central Government under section 309 of the Companies Act, 1956. (Refer Note 28.4 of the financial statements);

The above matter had caused us to qualify our audit opinion on the financial statements for the 18 months period ended 30th September, 2012.

b. The Company has recognised deferred tax assets of Rs. 1,43,34,021 with reference to un-absorbed losses and un-absorbed depreciation on the basis of orders in hand, operating profit earned during the period and future profitability projections. The same does not amount to convincing evidence leading to virtual certainty under AS 22 "Accounting for taxes on income". Had the Company not recognised deferred tax assets with reference to un-absorbed losses and un-absorbed depreciation, deferred tax assets, net profit for the year and shareholder''s funds would have been lower by Rs. 1,43,34,021.

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 matters described in the Basis for Qualified Opinion paragraph, 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, 2013;

b. in the case of the Statement of Profit and Loss , of the profit for the six months period ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the six months period 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. 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. Except for the effects of the matter described in clause (c)of the Basis for Qualified Opinion paragraph, 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 Companies Act, 1956;

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 Companies Act, 1956.

3. The Company does not have a whole-time secretary as required under section 383A of the Companies Act, 1956.

Annexure to the Independent Auditors Report

The Annexure referred to in our report to the members of Aimco Pesticides Limited (''the Company'') for the year ended 31 March 2013. We report that:

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

1(b) As per the information and explanations given to us, the fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification.

1(c) The fixed assets disposed of during the year do not constitute substantial part of the fixed assets.

2(a) As per the information furnished, the inventories (except goods-in-transit) have been physically verified during the year by the management at the end of the year. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification needs to be increased;

2(b) In our opinion and according to the information and explanations given to us, procedures of physical verification of inventory should be at more frequent intervals;

2(c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3(a) As per the information and explanations given to us, the Company has in earlier years paid deposit to a party covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding as at 31st March, 2013 and the maximum amount outstanding during the period was Rs. 70,02,068. (Also refer Note 14(i)in the Financial Statements).

3(b) In case of the aforesaid deposit the terms and conditions are not prima-facie prejudicial to the interests of the Company.

3(c) In case of the aforesaid deposit, the same is repayable on surrender of leased premises.

3(d) In case of the aforesaid deposit, since there is no default by the party, the question of taking reasonable steps for the recovery of the principal amount does not arise.

3(e) As per the information and explanations given to us, the Company has taken unsecured loans from six parties covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding as at 31st March, 2013 from the parties was Rs. 13,02,134 and the maximum amount outstanding during the period was Rs. 89,53,024.

3(f) In case of the aforesaid unsecured loans taken from parties covered in the register maintained under Section 301 of the Companies Act, 1956, the terms and conditions are not prima-facie prejudicial to the interests of the Company.

3(g) In case of the aforesaid unsecured loan taken from parties covered in the register maintained under Section 301 of the Companies Act, 1956, the loan is repayable on demand.

4 In our opinion and as explained to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same.

5(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 Company has not entered into any transactions which needs to be entered in the register maintained under section 301 of the Companies Act, 1956.

5(b) As referred to above, since there are no transactions the particulars of which are required to be entered in the register maintained under section 301 of the Act, the clause regarding reasonableness or otherwise of such transaction is not applicable.

6 In our opinion and according to the explanations given to us, the Company has not complied with the provisions of Section 58A and 58AA and other relevant provision of the Companies Act, 1956 and rules made there under in so far as that: (i) its Net Owned Fund as at the beginning of the year is below Rs. 1 crore and hence, it is not permitted to accept / renew deposits under rule 3(i)(e); (ii) Deposits from the shareholders exceed the limit of 10% prescribed in Rule 3(2)(i); and (iii) Deposits from general public exceed the limit of 25% prescribed in Rule 3(2)(ii). According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal on the Company in respect of the aforesaid deposits.

7 The Company has appointed a firm of Chartered Accountants to conduct the internal audit. In our opinion, the internal audit needs to be further strengthened and scope thereof widened in order to cover additional areas and make it commensurate with the size and nature of business and the activities of the Company.

8 On the basis of the records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Central Government under section 209(1)(d) of the Act have been made and maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such records and accounts.

9(a) According to the information and explanations given to us and the records examined by us, there is a delay by the Company in depositing with the appropriate authorities undisputed statutory dues on account of income-tax, sales-tax, wealth-tax, service tax and other statutory dues. According to the information and explanations given to us, following undisputed arrears of statutory dues were outstanding as at 31st March, 2013, for a period of more than six months from the date they became payable.

Nature of the Statute Nature of the Dues Amount(Rs.) Period to which relates

Service Tax Act Service Tax 4, 95,892 2007-08

Income Tax Act Income tax 95, 15,000 1998-99

Income Tax Act Tax deducted at Source 1, 34,640 2005-06

Income Tax Act Tax deducted at Source 3, 51,202 2006-07

Income Tax Act Tax deducted at Source 1, 60,512 2007-08

Income Tax Act Tax deducted at Source 1, 68,838 2008-09

Income Tax Act Fringe Benefit Tax 6, 22,645 2006-07

Income Tax Act Fringe Benefit Tax 3, 84,256 2007-08

Income Tax Act Fringe Benefit Tax 4, 34,285 2008-09

9(b) According to the records of the Company, there are no dues of Income Tax, sales tax, wealth-tax, service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10 The Company has accumulated losses as on 31st March, 2013 which are more than fifty percentage of the net worth of the Company. The Company has not incurred cash losses during the current period, but has incurred cash loss during the immediately preceding financial year.

11 As per the information and explanation furnished to us and the bank''s approval to One Time Settlement plan of the Company, the due dates for repayment of loan have been re-scheduled (See Notes 5 (i) to (iv) of the Financial Statement). As per the revised schedule, there is no default in repayment of dues to a bank during the year.

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund company or nidhi/ mutual benefit fund/society.

14 In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. The Company does not hold any investment in shares, debentures or other securities.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16 According to the information and explanations given to us, no term loan is raised during the year and the term loans raised during the earlier years were used for the purpose for which it was raised.

17 Based on our examination of the Balance Sheet of the Company as at 31st March, 2013, we report that the Company has used short-term funds amounting to Rs. 7,12,15,000 for long-term investment.

18 The Company has not made any preferential allotment of shares during the year.

19 During the year covered by our audit the Company has not issued any secured debentures.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Contractor, Nayak & Kishnadwala,

Chartered Accountants

Firm Registration No. 101961W

H. V. Kishnadwala

Partner

Membership No: 37391 Mumbai

Dated : 30th May, 2013


Mar 31, 2010

1. We have audited the attached Balance Sheet of AIMCO PESTICIDES LIMITED as at 31st March 2010, the related Profit and Loss Account and the Cash Flow Statement of the Company 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.

2. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in 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.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure hereto a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in above paragraph, we report that:

a) We have obtained all the information and explanations except as mentioned in f(i), 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 the books of the Company;

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

d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement comply with the mandatory Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the Company as on 31st March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2010, from being appointed as a director in terms of Section 274(1 )(g) of the Companies Act, 1956.

f (i) The Company has not obtained confirmations for balances from Sundry Debtors, Sundry Creditors and Advances. The balances are therefore as per the books and subject to reconciliations and write-offs or write back, if any. Our audit report on the financial statements for the year ended 31st March 2009 was also modified accordingly;

f (ii) No provision is made for debtors outstanding for more than 3 years (including the debts of Rs. 17,53,689 classified as doubtful), which are doubtful of recovery Rs.10,31,20,938;

f (Hi) No provision is made for non-realisability of Export Benefits which are considered recoverable and included in Loans and Advances Rs. 1,22,29,544;

f (iv) The Company has paid remuneration to directors and ex- director and commission to ex - director for the various periods, for which the Company has applied to the Central Government for approval u/s 309 of the Companies Act, 1956, which is still awaited. (Refer Note 11 (B) and 11 (C) of Schedule 19).

f (v) The Company has not obtained confirmations from a bank for the Term Loans, Cash Credit and other facilities obtained. The balances are therefore as per the books and subject to reconciliations and write-offs or write back, if any. Our audit report on the financial statements for the year ended 31st March 2009 was also modified accordingly;

f (vi) The Company does not have a whole-time secretary as required under section 383A of the Companies Act, 1956;

g) We further report that without considering items f(i) and f(v) above the effect of which is not possible to quantify, had the observations made by us in f(ii) and f(iii) considered, the loss for the year would have been Rs. 13,96,61,779 (as against the reported loss of Rs. 2,43,11,297), the accumulated losses would have been Rs. 22,02,70,132 (as against the reported figure of Rs. 10,49,19,650), sundry debtors would have been Rs. 14,49,21,902 (as against the reported figure of Rs. 24,80,42,840) and loans and advances would have been Rs. 4,98,69,311 (as against the reported figure of Rs. 6,20,98,855).

h) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with Notes to Accounts in Schedule 19 give the information required by the Companies Act, 1956 in the manner so required and subject to f(i) to f(v) above and its impact on the loss for the year and on certain assets as per (g) above, 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 31 st March, 2010;

b. In the case of the Profit and Loss Account, of the loss for the year ended on that date;

c. In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Statement referred to in paragraph 3 of the Auditors Report of even date to the Members of AIMCO PESTICIDES LIMITED on the accounts for the year ended 31st March, 2010.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

1 (b) As per the information and explanations given to us, the management at reasonable intervals carries out the physical verification of the fixed assets. The discrepancies noticed on such verification, which were not material, have been appropriately dealt with in the accounts.

1 (c) During the year the Company has not disposed off any substantial part of fixed assets.

2 (a) As per the information furnished, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable. 2 (b) In our opinion and according to the information and explanations given to us, 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.

2 (c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3 (a) As per the information and explanations given to us, the Company has granted unsecured loans / advances to a party covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the year end and the maximum amount outstanding during the year was Rs. 70,02,068.

3 (b) In case of the aforesaid unsecured loans/advances granted to a party covered in the register maintained under Section 301 of the Companies Act, 1956, the terms and conditions are not prima- facie prejudicial to the interests of the Company.

3 (c) In case of the aforesaid unsecured loans/advances granted to a party covered in the register maintained under Section 301 of the Companies Act, 1956, the same is repayable on demand.

3 (d) In case of the aforesaid unsecured loans/advances granted to a party covered in the register maintained under Section 301 of the Companies Act, 1956, since there is no default by the party, the question of taking reasonable steps for the recovery of the principal amount does not arise.

3 (e) As per the information and explanations given to us, the Company has taken interest free unsecured loans from six parties covered in the register maintained under section 301 of the Companies Act, 1956. The balance outstanding at the year end for the same was Rs. 3,25,51,110 and the maximum amount outstanding during the year was Rs. 3,64,63,009.

3 (f) In case of the aforesaid unsecured loans taken from parties covered in the register maintained under Section 301 of the Companies Act, 1956, the terms and conditions are not prima-f acie prejudicial to the interests of the Company.

3 (g) In case of the aforesaid unsecured loan taken from parties covered in the register maintained under Section 301 of the Companies Act, 1956, the loan is repayable on demand. .

4 In our opinion and as explained to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls and there is no continuing failure for the same. 5 (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 or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

5 (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6 In our opinion and according to the explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and rules made there under for the deposits accepted from the public. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other Tribunal on the Company in respect of the aforesaid deposits.

7 The Company has appointed a firm of Chartered Accountants to conduct the internal audit. In our opinion, the scope of such internal audit needs to be enlarged to cover additional areas to make it commensurate with the size and nature of business and the activities of the Company.

8 On the basis of the records produced, we are of the opinion that prima facie, the cost records and accounts prescribed by the Government of India under section 209(1 )(d) of the Act have been made and maintained by the Company. However, we are not required to carry out and have not carried out any detailed examination of such records and accounts.

9 (a) According to the information and explanations given to us and the records examined by us, there is a delay by the Company in depositing with the appropriate authorities undisputed statutory dues on account of income-tax, sales-tax, wealth-tax, service tax and other statutory dues. According to the information and explanations given to us, following undisputed arrears of statutory dues were outstanding as at 31st March 2010, for a period of more than six months from the date they became payable.

Nature of the Statute Nature of the Dues Amount (Rs.) Period to which amount relates

Bombay Sales Tax Act Bombay Sales Tax 1,21,767 2004-05

Central Sales Tax Act Central Sales Tax 61,628 2004-05

Profession Tax Act Profession Tax 93,670 2005-06

Profession Tax Act Profession Tax 76,035 2006-07

Profession Tax Act Profession Tax 1,03,300 2007-08

Profession Tax Act Profession Tax 1,00,580 2008-09

Profession Tax Act Profession Tax 48,235 2009-10

Service Tax Act Service Tax 87,315 2006-07

Service Tax Act Service Tax 5,46,776 2007-08

Service Tax Act Service Tax 46,629 2008-09

Service Tax Act Service Tax 28,619 2009-10

Income Tax Act Income tax 48,25,286 1998-99

Income Tax Act Tax deducted at Source 1,34,640 2005-06

Income Tax Act Tax deducted at Source 3,51,202 2006-07

Income Tax Act Tax deducted at Source 1,67,634 2007-08

Income Tax Act Tax deducted at Source 1,93,837 2008-09

Income Tax Act Fringe Benefit Tax 4,15,711 2005-06

Income Tax Act Fringe Benefit Tax 4,10,345 2006-07

Income Tax Act Fringe Benefit Tax 2,40,000 2007-08

Income Tax Act Fringe Benefit Tax 2,80,000 2008-09

Wealth Tax Act Wealth Tax 31,500 2003-04

Wealth Tax Act Wealth Tax 25,000 2004-05

Wealth Tax Act Wealth Tax 22,000 2005-06

Wealth Tax Act Wealth Tax 8,280 2008-09

Grampanchayat Tax Grampanchayat Tax 55,659.50 2006-07

Grampanchayat Tax Grampanchayat Tax 27,829 2007-08

Grampanchayat Tax Grampanchayat Tax 27,829 2008-09

Grampanchayat Tax Grampanchayat Tax 13,914 2009-10

9 (b) According to the records of the Company, there are no dues of Income Tax, sales tax, wealth-tax, service tax, custom duty, excise duty, cess which have not been deposited on account of disputes.

10 The Company has accumulated losses as on 31st March 2010 which are more than fifty percentage of the net worth of the Company. The Company has incurred cash losses during the financial year as well as in the preceding year.

11 Based on our audit procedures and the information and explanations given by the management, the Company has defaulted in repayment of dues to a bank during the year. The details of dues which were unpaid till 31st March, 2010 are as under:

Name Amount (Rs.) Overdue period

State Bank of India (Principal) 18,70,69,267 Various dates from 1st April, 2007 to 31st March, 2010

State Bank of India (Interest) 3,97,62,105 Various dates from 30th September, 2007 to 31st March, 2010

12 Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13 Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit fund Company or nidhi/mutual benefit fund/society.

14 During the year, the Company has no transactions in respect of dealing and trading in shares, securities, debentures and other investments. All shares, debentures and other securities have been held by the Company in its own name.

15 According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

16 According to the information and explanations given to us, the term loan raised during the year was used for the purpose for which it was raised.

17 Based on our examination of the Balance Sheet of the Company as at 31st March 2010, we report that no funds raised on short term basis have been used for long term purposes.

18 The Company has not made any preferential allotment of shares during the year.

19 During the year covered by our audit report the Company has not issued any secured debentures.

20 The Company has not raised any money by public issues during the year covered by our report.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For and on behalf of Contractor Nayak & Kishnadwala

Chartered Accountants (Firm Regn. No. 101961W)

H. V. Kishnadwala

Partner Membership No. 37391 Mumbai, December 1, 2010

Find IFSC