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Auditor Report of Apcotex Industries Ltd.

Mar 31, 2015

Report on the Financial Statements

We have audited the accompanying financial statements of Apcotex Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the 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 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 March 31,2015, and its profit and cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to Note 3a and Note 11(a) (i) to the financial statements, consequent to Schedule II to the Companies Act, 2013 becoming applicable with effect from April 01, 2014, depreciation for the year ended March 31, 2015 has been provided on the basis of the useful lives as prescribed in Schedule II. Depreciation of Rs. 146.71 Lacs (net of deferred tax of Rs 75.54 Lacs) on account of assets whose useful life is already exhausted as on April 01,2014, has been adjusted to General Reserve.

Our opinion is not modified in respect of this matter.

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 paragraphs 3 and 4 of the Order.

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 March 31,2015, and 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 Section 164 (2) of the Act.

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 to the financial statements.

ii. The Company has made provision, as required under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Paragraph 1 under the heading 'Report on Other Legal and Regulatory Requirements' of our report of even date on the financial statements of the Company for the year ended March 31,2015:

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

(b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies reported on such verification were not material and have been properly dealt with in the books of account.

2) (a) The management has conducted physical verification of inventory at reasonable intervals.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and book records were not material in relation to the operations of the Company and the same have been dealt with in the books of account.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of sub-clause (a) and (b) of paragraph 3(iii) of the Order are not applicable to the Company for the current year.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. There is no sale of service. In our opinion and according to the information and explanations given to us, there is no continuing failure to correct major weaknesses in internal control system.

5) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder, with regard to deposits accepted from the public are not applicable to the Company.

6) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government of India for maintenance of cost records under sub-section (1) of section 148 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have generally been made and maintained. We have not, however, made a detailed examination of the records with a view to examine whether they are accurate and complete.

7) (a) According to the information and explanations given to us and the records examined by us, the Company is generally 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. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at March 31,2015 for a period of more than six months from the date on which they became payable.

(b) According to the information and explanations given to us, and the records of the Company, the details of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs and Duty of Excise as at March 31,2015 which have not been deposited with the appropriate authorities on account of any dispute, are given below:

Sr Name of the Statute Amount in Period to which the No Lacs amount relates

1 Income Tax Act, 1961. 3.75 2002-03

2 Income Tax Act, 1961. 36.53 2005-06

3 Income Tax Act, 1961. 2.19 2006-07

4 Income Tax Act, 1961. 208.33 2007-08

5 Income Tax Act, 1961. 141.29 2011-12

6 Income Tax Act, 1961. 136.13 2012-13

7 MVAT 1.70 2006-07

8 MVAT 63.22 2007 to 2011

9 Customs Act 142.09 August 2000 to July 2004

10 Central Excise Act & 0.13 2007-08 Service Tax

11 Central Excise Act & 1.59 2009-10 to 2011-12 Service Tax

12 Central Excise Act & 16.12 2005-06 to 2009-10 Service Tax

Sr Name of the Statute Forum where dispute is pending No

1 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

2 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

3 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

4 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

5 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

6 Income Tax Act, 1961. Commissioner of Income Tax (Appeals).

7 MVAT Bombay High Court

8 MVAT Joint Commissioner of Sales Tax

9 Customs Act Supreme Court 10 Central Excise Act & Tribunal Service Tax

11 Central Excise Act & Dy. Comm Service Tax

12 Central Excise Act & Assistant Commissioner- Service Tax Service Tax

(c) According to the information and explanations given to us, there are no amounts required to be transferred to investor education and protection fund.

8) The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current and immediately preceding financial year.

9) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to banks. The Company does not have dues to financial institutions or debenture holders.

10) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and other financial institutions.

11) According to the information and explanations given to us and based on the documents and records examined by us, on an overall basis, the term loan has been applied for the purpose for which the loans were obtained.

12) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For KALYANIWALLA & MISTRY chartered accountants Firm Registration No. 104607W

ERMIN K. IRANI partner Membership No. 35646

Place: Mumbai Dated: May 08, 2015


Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of APCOTEX INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial State- mints

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. I

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e) on the basis of the 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 disqualifed 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.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph (1) under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date,

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed assets.

(b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and physical inventory were noticed for the assets verified during the year.

(c) In our opinion, the disposal of fixed assets during the year does not affect the going concern assumption.

2) (a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedures for 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 physical inventories and book records between physical inventories and book records 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) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Consequently, the question of commenting on the rates of interest and the other terms and conditions of the loans granted being prejudicial to the interests of the Company, receipt of regular principal and interest and reasonable steps taken for recovery of principal and interest does not arise.

(c) The Company has not taken any loan, secured or unsecured from Companies, firms and other parties covered in the register maintained under section 301 of the Act.

(d) Consequently, the question of commenting on the rates of interest and the other terms and conditions of the loans taken being prejudicial to the interests of the Company, payment of regular principal and interest and reasonable steps taken for payment of principal and interest does not arise.

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. During the course of our audit, we have not observed a continuing failure to correct major weakness in the internal controls.

5) (a) Based on the audit procedures applied by us according to the information and explanations provided by the

Management, we are of the opinion that the particulars of contracts and arrangements referred to in Section 301 of the Companies Act, 1956 have been entered into the Register required to be maintained under that section.

(b) The transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time where comparable market prices exist.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence the provisions of section 58A, 58AA or any other provision of the Companies Act, 1956, read with the rules framed there under are not applicable to the Company.

7) In our opinion and according to the information and explanations given to us, the internal audit system is commensurate with the size of the Company and nature of it''s business.

8) We have broadly reviewed the books of accounts maintained by the company in respect of the manufacture of the products where, pursuant to the rules made by the Central Government in respect of the manufacture of cost records has been prescribed under clause (d) of sub section (1) of section 209 of the Companies Act 1956, and are of the opinion that, prima facie, the prescribed accounts and records have generally been made and maintained. We have not , however , made a detailed examination of records with the view to determine whether they are accurate or complete.

9) (a) According to the information and explanations given to us and on the basis of our examination of books of account, during the year, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Value Added Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other dues with the appropriate authorities. According to the information and explanations given to us, there are no undisputed dues, payable in respect of above as at March 31, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues outstanding of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty or cess on account of any dispute other than the following:

Sr. No. Name of the Nature of Dues Amount Period Forum where dispute is Statute (Rs. lakhs) pending

1. Income Tax Act Income tax penalty 3.75 2002-03 CIT (A)

Tax, interest 36.53 2005-06 ITAT

Tax, Interest 3.77 2006-07 ITAT

Tax, Interest 208.33 2007-08 CIT (A)

2 PF PF 36.45 2009 - 2011 EPFAT

3 MVAT Act VAT 1.70 2006-07 Bombay High Court

VAT 17.71 2008-09 Joint Commissioner Appeals

4. Customs Act Customs Duty& 142.10 August 2000 Supreme Court

Penalty to July 2004

5. Excise Act Excise and Penalty 13.59 2003-04 to Joint Commissioner 2007 - 08

Excise and Penalty 0.13 2007 - 08 Tribunal

Excise and Penalty 4.36 2007 - 08 & Assistant Commissioner 2008 -09

Excise and Penalty 2.25 2008 - 09 Assistant Commissioner

Excise and Penalty 1.59 2008 - 09 Deputy Commissioner

Excise and Penalty 3.30 2010 - 11 Assistant Commissioner, Service Tax

6 Finance Act 1994 Service Tax & 16.12 2005-06 to Assistant Commissioner , Interest 2009 - 2010 Service Tax

10) The Company does not have accumulated losses at the end of the financial year and has not incurred any cash losses in the current year and the immediately preceding financial year.

11) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/ societies.

14) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All the shares, securities and other investments 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 guarantee for loans taken by others from banks or financial institutions.

16) According to information and explanations given to us and based on the documents and records produced to us, the term loans were applied for the purpose for which the loans were obtained.

17) According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flows of the Company, we report that the Company has not utilized funds raised on short-term basis for long term investments.

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

19) The Company did not issue any debentures during the current year.

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

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

For KALYANIWALLA & MISTRY

CHARTERED ACCOUNTANTS

Firm Registration Number: 104607W

ERMIN K. IRANI

PARTNER

Membership Number: 35646

Place: Mumbai

Dated: 26th April 2014


Mar 31, 2013

We have audited the accompanying financial statements of Apcotex Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the "PROFIT" of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order") as amended, issued by the Central Government of India in terms of subsection (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 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, 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON THE OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE).

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the Fixed Assets.

(b) There is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies were noticed by the management on such physical verification.

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

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

(b) The procedures of physical verification of stocks 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 book records were not material and have been properly dealt with in the books of account.

3) (a) The Company has not granted any loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of clause 4(iii)(a) of the Companies (Auditors'' Report) Order, 2003, Clause 4(iii)(b, c and d) are not applicable to the Company.

(b) The Company has not accepted any loans during the year from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of clause 4 (iii) (e) of the Companies (Auditor''s Report) Order, 2003, clauses 4 (iii) (f & g) are not applicable to the Company.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system during the course of our audit.

5) (a) According to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions of purchase of goods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) According to the information and explanations given to us, the Company has not accepted any deposit from the Public, therefore the provisions of clause 4(vi) of the Companies (Auditors'' report) Order, 2003 are not applicable to the Company.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) As informed to us the Company maintains the cost records pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Sec. 209(1 )(d) of the Companies Act, 1956. We have, however, not checked those records or the statements prepared as per requirements.

9) (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, customs duty, cess and other material statutory dues as applicable with appropriate authorities.

(b) According to the information and explanations given to us, there are no undisputed dues payable in respect of Income tax, Wealth tax, Sales Tax, VAT, Service Tax, customs Duty, Excise Duty and cess were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) Following disputed demands aggregating to Rs. 428.62 lacs have not been deposited since the matter is pending with the relevant concerned authorities.

Name of the Nature of Amount Period to Forum where Statute Dues (Rs. In which the dispute is pending Lacs) amount relates

Income Tax Act Income Tax 3.75 2002-03 CIT(A) Penalty

Income Tax Act Tax, Interest 36.53 2005-06 ITAT

Income Tax Act Tax, Interest 3.77 2006-07 ITAT

Income Tax Act Tax, Interest 208.33 2007-08 CIT(A)

Customs Act Custom Duty 140.98 August SUPREME COURT & Penalty 2000 to July 2004

Excise Act Excise Duty 35.26 2002-03 JOINT & Penalty COMMISSIONER

2003-04 CESTAT

2005-06 ASSISTANT COMMISSIONER

2006-07 ASSISTANT COMMISSIONER

2007-08 ASSISTANT COMMISSIONER

2010-11 COMMISSIONER CESTAT

10) The Company has no accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11) The Company has not defaulted during the year in repayment of dues to any financial institutions, banks or debenture holders.

12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) As the Company is not a chit fund, nidhi, mutual benefit fund or society, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

14) The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All the shares, securities and other investments have been held by the Company in its own name.

15) The Company has not given any guarantees for loans taken by others from Banks or Financial institutions during the year.

16) The term loan has been applied for the purpose for which it was raised.

17) According to the information and explanations given to us, the Company has not applied short-term borrowings for long-term investment.

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

19) The Company has not issued any debentures during the year.

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

21) As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Shah & Co.

Chartered Accountants

FRN: 109430W

P.N. SHAH

Partner

Mumbai: April 25, 2013 M. No. 001738


Mar 31, 2011

1. We have audited the attached Balance Sheet of APCOTEX INDUSTRIES LIMITED as at 31st March 2011, and also the 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and signifcant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis of our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we state 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 form our examination of those books.

(c) The Balance Sheet, the Profit and Loss Account and the Cash flow Statement referred to in this report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the profit and Loss Account and the Cash Flow statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of Companies Act, 1956.

(e) On the basis of the written representations received from the directors, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and as per the information and according to the explanations given to us, the said Accounts, read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the Company as on 31st March 2011.

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

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS' REPORT TO THE MEMBERS OF APCOTEX INDUSTRIES LIMITED FOR THE YEAR ENDED 31ST MARCH 2011

1) (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of the Fixed Assets.

(b) There is a regular program of physical verifcation, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. Material discrepancies noticed by the management during the course of physical verifcation have been properly dealt with.

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

2) (a) Inventories have been physically verifed by the management during the year. In our opinion, the frequency of verifcation is reasonable.

(b) The procedures of physical verification of stocks 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 book records were not material and have been properly dealt with in the books of account.

3) (a) The Company has not granted any loans during the year to any parties covered in the register maintained under section 301 of the Companies Act, 1956

(b) The rate of interest and other terms and conditions of the loan given were prima facie not prejudicial to the interest of the Company.

(c) The payment of principal and interest was regular during the tenure of the loan

(d) The Company has not accepted any loans during the year from the parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of clause 4 (iii)(e) of the Companies (Auditor's Report) Order, 2003, clauses 4 (iii) (f & g) are not applicable to the Company.

4) In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory and fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal control system during the course of our audit.

5) (a) All the transactions with parties covered under section 301

of the Companies Act, 1956 have been properly entered in the register maintained under section 301 of the Act.

(b) In our opinion, and according to the information and explanations given to us, the transactions of purchase of goods, materials or services and sale of goods, materials or services, made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs. 5 lakhs with any party during the year have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6) In our opinion, and according to the information and explanations given to us, directives issued by the Reserve Bank of India and the provisions of sections Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under, to the extent applicable, have been complied with. We are informed by the management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

7) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

8) As informed to us the Company maintains the cost records prescribed under Sec. 209(1)(d) of the Companies Act, 1956. We have, however, not checked those records or the statements prepared as per requirements.

9) (a) According to the information and explanations given to us

and the records of the company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, customs duty, cess and other material statutory dues as applicable with appropriate authorities. As explained to us, the company did not have any dues on account of excise duty.

(b) According to the information and explanations given to us and the records of the company examined by us, there are no dues of wealth tax, service tax and cess as at 31st March, 2011 which have not been deposited on account of dispute other than income tax, customs duty and excise duty, which is as follows-

Name of Nature of Amount Period to Forum where the Dues (Rs. In which the dispute is Statute Lacs) amount pending relates

Income Income Tax 3.75 2002-03 CIT(A) Tax Act Penalty

Income Tax, Interest 36.53 2005-06 ITAT Tax Act

Income Tax, Interest 3.77 2006-07 ITAT Tax Act

Income Tax, Interest 208.33 2007-08 CIT(A) Tax Act

Customs Custom Duty 283.08 August 2000 Supreme Court Act & Penalty to July 2004

Excise Act Excise Duty & 19.75 2002-03 Joint Penalty Commissioner 2003-04 Cestat

2005-06 Assistant Commissioner 2006-07 Assistant Commissioner

2007-08 Assistant

Commissioner

10) The Company has no accumulated losses as at 31st March 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11) The Company has not defaulted during the year in repayment of dues to any financial institutions, banks or debenture holders.

12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) As the Company is not a chit fund, nidhi, mutual benefit fund or society, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

14) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

15) The Company has not given any guarantees for loans taken by others from Banks or Financial institutions during the year.

16) The Company has not taken any terms loans during the year.

17) According to the information and explanations given to us, the Company has not applied short-term borrowings for long-term investment.

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

19) The Company has not issued any debentures during the year.

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

21) As per the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of

Shah & Co.

Chartered Accountants

Firm Registration No. 109430W

H N Shah

Partner Membership No. 8152

Mumbai: 30th April 2011

 
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