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Auditor Report of Asian Granito India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of ASIAN GRANITO INDIA LIMITED, which comprise the Balance Sheet as at 31 st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year 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 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 provision 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 standalone financial statements.

Opinion

In our opinion and to the best of the our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015 and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditor's Report) Order, 2015 issued by the Ministry of Corporate Affairs in terms of Section 143(11) of the Act, we annex hereto a statement on the matters specified in paragraph 3 of the said order.

2. As reguired 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 of the Company.

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 written representations received from the Directors as on 31 st March, 2015 taken on record by the Board of Directors, none of the Directors is disqualified as on 31 st March, 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 does not have any pending litigations which would impact its financial position.

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

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

I Annexure to the Auditor's Report ANNEXURE REFERRED TO IN THE AUDITORS REPORTTO THE MEMBERS OF ASIAN GRANITO INDIA LIMITED FOR THE YEAR ENDED 31 ST MARCH, 2015

i. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. The management has certified the physical verification of the fixed assets at reasonable intervals. No significant discrepancy was noticed on such verification.

ii. As informed to us by the management, the stock of goods has been physically verified during the year by the management. 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. In our opinion, the Company is maintaining a proper record of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of account.

iii. (a) The Company has granted three parties loans to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. In our opinion, there is no continuing failure on the part of the Company to correct major weaknesses in internal control system.

v. The Company has not accepted any deposits from the public within the meaning of section 73 to 76 and other relevant provisions of the Act.

vi. The provisions of the maintenance of cost records under sub section (1) of section 148 of the Act are applicable to the Company. We have broadly reviewed the books of accounts maintained by the Company and are of the opinion that prima facie, the prescribed accounts and records have been maintained. However, we have not made detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. To the best of our knowledge and according to the information and explanations given to us, the Company has been regular in depositing the undisputed statutory dues consisting of Provident Fund, Employees 'State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess with the appropriate authorities. There are no dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax or Cess which have not been deposited by the Company with the appropriate authorities on account of any dispute. The amount required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Act and rules made there under have been transferred to such fund within time. Details of disputed dues of sales tax which have not been deposited by the Company are as under.

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

Sale Tax Laws Sale Tax 45,07,857/- 2003-04

Sale Tax Laws Sale Tax 19,62,743/- 2004-05

Gujarat Value Added Tax Act. & Central Sales Tax Act, CST 48,33,126/- 2008-09

Gujarat Value Added Tax Act. & Central Sales Tax Act, VAT 49,27,910/- 2007-08

Gujarat Value Added Tax Act. & Central Sales Tax Act, CST 8,83,893/- 2009-10

Gujarat Value Added Tax Act.& Central Sales Tax Act, VAT/CST 1,24,20,314/- 2011-12

Income Tax IT. 2553.46 In Lacs 2004-05

Income Tax IT. 336.68 In Lacs 2005-06

Income Tax IT. 118.77 In Lacs 2009-10 Income Tax IT. 27.66 In Lacs 2010-11

Income Tax IT. 636.39 In Lacs 2011-12



Name of the Statute Forum where dispute is pending

Sale Tax Lawa Joint. Comm.Tax Comi. Appeals

Sales Tax Laws Joint. Comm.Tax Comi. Appeals

Gujarat Value Added Tax Act. & Central Sales Tax Act, Joint. Comm.Tax Comi. Appeals

Gujarat Value Added Tax Act. & Central Sales Tax Act, Deputy Comm. of Commercial Tax - Appeal-Ill, Gandhinagar

Gujarat Value Added Tax Act. & Central Sales Tax Act, Joint. Comm.Tax Comi.Appeals

Gujarat Value Added Tax Act. & Central Sales Tax Act, Deputy Comm. of Commercial Tax - Appeal-Ill, Gandhinagar

Income Tax Appeal before Gujarat High Court, A'bad

Income Tax Appeal before CIT Appeal, A'bad

Income Tax Appeal before CIT Appeal, A'bad

Income Tax Appeal before CIT Appeal, A'bad

Income Tax Appeal before CIT Appeal, A'bad

viii. The Company does not have accumulated loss, nor has it incurred cash loss in the current financial year or the immediately preceding financial year.

ix. The Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

x. The Company has not given any guarantee for loans taken by others from the banks or financial institutions.

xi. In our opinion, term loans were applied for the purpose for which they were obtained.

xii. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For A.L.Thakkar & Co.

Chartered Accountants

FRN 120116W



Sanjiv V. Shah

Place : Ahmedabad [Partner]

Date : May 30, 2015 Membership No.: 42264


Mar 31, 2014

We have audited the accompanying financial statements of ASIAN GRANITO INDIA LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 the 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 in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation ofthe 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 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 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.

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:

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 ofthe Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As reguired by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As reguired 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 reguired by law have been kept by the Company so far as 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) ofthe Act.

Annexure to the Auditor''s Report

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Asian Granito India Limited on the accounts of the Company for the year ended March 31, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that :-

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed asset during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has given loans, to two companies, and one trust listed in the register maintained under Section 301 of the Companies Act, 1956. In respect of said loans, the maximum amount outstanding at any time during the year was Rs. 1,05,50,563/- & Rs. 2,60,00,000/- and in Trust Rs. 3,16,83,021/- respectively. The year-end balance is Rs. 19,21,828/-, Rs. 2,17,23,359/- & Rs. 3,16,83,021/- respectively.

(b) In our opinion and according to the information and explanation given to us, The rate of interest and other terms and conditions on which loans have been given by the Company are not prima facie, prejudicial to the interest of the Company.

(c) We have been informed that the said loans are repayable on demand. The parties are regular in paying the interest.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) The Company had taken unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year as Rs. 27,65,000/- and the year end balance of loans taken from such parties was Rs. NIL.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

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

(b) As per information & explanations given to us and in our opinion, the transaction entered into by the Company with parties covered u/s 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which are reasonable as per information available with the Company.

6. According to the information and explanation given to us, the Company has not accepted any deposits from the public. Therefore the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no undisputed outstanding statutory dues as on 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 disputed dues of wealth tax, service tax, customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax which have not been deposited by the Company are as follows.

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

Sales Tax Sales Tax 45,07,857/- 2003-04 Joint Commissioner Laws of Commercial Tax- Appeals

Sales Tax Sales Tax 19,62,743/- 2004-05 Joint Commissioner Laws of Commercial Tax- Appeals

Gujarat VAT/CST 26,53,636/- 2006-07 Deputy Comm. of Value Added Commercial Tax- Tax Act Appeal-III, Gandhinagar

Gujarat CST 55,83,126/- 2008-09 Joint Commissioner Value Added of Commercial Tax- Tax Act & Appeals Central Sales Tax Act

Gujarat VAT 49,27,910/- 2007-08 Deputy Comm. of Value Added Commercial Tax- Tax Act Appeal-III, Gandhinagar

Gujarat CST 11,83,893/- 2009-10 Joint Commissioner Value Added of Commercial Tax- Tax Act & Appeals Central Sales Tax Act Gujarat VAT/CST 26,53,636/- 2011-12 Deputy Comm. of Value Added Commercial Tax- Tax Act & Appeal-III, Central Sales Gandhinagar Tax Act

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given 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. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of this clause of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

16. Based on our audit procedures and on the information given by the management, we report that the Company has raised term loans during the year and the same have been applied for the purpose for which they were raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at March 31, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that during the year the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. We are of the opinion that the price at which preferential allotment of shares has been made is not prejudicial to the interest of the Company.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.



For A.L.Thakkar & Co.

Chartered Accountants FRN: 120116W

Sanjiv V. Shah Place : Ahmedabad [Partner] Date : May 29, 2014 Membership No. : 42264


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Asian Granito India Limited which comprise the Balance Sheet as at March 31, 2013, 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 Statements

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.

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. 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.

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, 2013;

b) in the case of the Profit and Loss Account, 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 ("theOrder") 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 referred to in subsection (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.

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.

The Annexure referred to in paragraph 1 of the Our Report of even date to the Members of Asian Granito India Limited on the accounts of the company for the year ended 31st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets on the basis of available information.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off a substantial part of its fixed asset during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has given loans, to two companies, five firms and one party listed in the register maintained under Section 301 of the Companies Act, 1956. In respect of said loans, the maximum amount outstanding at any time during the year was Rs.2,33,84,610/-, Rs.72,50,000/-, & Rs.3,02,68,568/- respectively. The year end balance is Rs.42,32,383/-, Rs.39,72,000/- & Rs.3,02,68,568/- respectively ( including interest free loan of Rs.82,04,383).

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions on which loans have been given by the Company are not prima facie, prejudicial to the interest of the company.

(c) We have been informed that the said loans are repayable on demand. The parties are regular in paying the interest.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) The Company had taken unsecured loans from two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year as Rs 1,00,32,361/- and the yearend balance of loans taken from such parties was Rs NIL.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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. b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Companies Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each party during the year have been made at prices which are reasonable as per information available with the company.

6. According to the information and explanation given to us, the Company has not accepted any deposits from the public. Therefore the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the cost records maintained by the company pursuant to the companies ( Cost Accounting records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no undisputed outstanding statutory dues as on 31st of March, 2013 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 disputed dues of wealth tax, service tax, customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax which have not been deposited by the company are as follows.

Name of Nature of Amount Rs. the Statute the dues

Sales Tax Laws Sales Tax 45,07,857/-

Sales Tax Laws Sales Tax 19,62,743/-

Gujarat Value VAT/CST 2,68,730/- Added Tax Act

Gujarat Value CST 55,83,126

Added Tax ACT & Central Sales Tax Act,

Gujarat Value VAT 49,27,910 Added Tax Act

Gujarat Value VAT / CST 53,79,049 Added Tax ACT

Gujarat Value VAT / CST 60,51,080 Added Tax ACT &

Central Sales Tax Act, Gujarat Value VAT / CST 26,63,864 Added Tax ACT &

Central Sales Tax Act,

Name Period to which Forum where the amount relates dispute is pending

Sales Tax Laws 2003-04 Joint. Comm. Tax Comm. Appeals

Sales Tax Laws 2004-05 Joint Comm. Tax Comm. Appeals

Sales Tax Laws 2006-07 Deputy Comm. Appeal-III, Gandhinagar

Sales Tax Laws 2008-09 Joint. Comm. Tax Comm. Appeals

Sales Tax Laws 2007-08 Deputy Comm. Of Commercial Tax – Appeal – III, Gandhinagar

Sales Tax Laws 2009-10 Deputy Comm. Appeal-III, Gandhinagar

Sales Tax Laws 2010-11 Deputy Comm. Appeal-III, Gandhinagar

Sales Tax Laws 2011-12 Deputy Comm. Appeal-III,Gandhinagar

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given 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. The Company is not a chit fund or a Nidhi / mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of this clause of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

16. Based on our audit procedures and on the information given by the management, we report that the company has raised term loans during the year and the same have been applied for the purpose for which they were raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that during the year the Company has made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956. We are of the opinion that the price at which preferential allotment of shares has been made is not prejudicial to the interest of the Company.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For A.L.Thakkar & Co.

Chartered Accountants

(FRN: 120116W)

Sanjiv V. Shah

Place: Ahmedabad [Partner]

Date : 30th May, 2013 Mem.No. 42264


Mar 31, 2012

1. We have audited the attached Balance Sheet of ASIAN GRANITO INDIA LIMITED as at 31st March 2012, and also the Profit and Loss Account and the Cash Flow Statement 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 the 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 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 (Auditor's Report) Order, 2003 and Companies (Auditors Report) (Amendment) order 2004 thereon 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.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

(Referred to in paragraph 3 of our report of even date)

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

(b) Majority of the assets has been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of the Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by the management except for inventories lying with third parties & branches where confirmations have been received. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of the company, we are of the opinion that the Company is maintaining proper records of stock except stores & consumables.

(iii) (a) There are no companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 to whom the Company has granted unsecured loans. Hence the provision of this clause (a), (b), (c), and (d) is not applicable.

(b) The Company had taken unsecured loans from three parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year as ' 19,09,259/- and the year end balance of loans taken from such parties was ' NIL.

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of he companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) We have been informed that the said loans are repayable on demand. The company is regular in paying the interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (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 transactions that need to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. 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.

(vii) The Company has appointed a firm of Chartered Accountants as its Internal Auditor for the year under review. The Internal Audit for the year is therefore carried out by the said firm. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the companies (Cost Accounting records) Rules,2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act,1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Cess and other Statutory Duties applicable to it. There were no undisputed statutory dues as at the year end, outstanding 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 disputed dues of wealth tax, service tax, customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax and income tax which have not been deposited by the company are as follows.

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

Sales Tax Sales Tax 45,07,857/- 2003-04 Joint.comm.Tax comi. Laws Appeals

Sales Tax Sales Tax 19,62,743/- 2004-05 Joint.comm.Tax comi. Laws Appeals

Gujarat VAT/CST 2,68,730/- 2006-07 Joint.comm.Tax comi. Laws Appeals

(x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the banks.

(xii) The company has not granted any loans against security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of this clause of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of this clause of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) According to the information & explanation given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions hence the provision of this clause are not applicable to the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purpose for which the loans were obtained.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no significant funds raised on short-term basis have been used for long-term investment by the company.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 hence we do not have any comments under this Para.

(xix) During the period covered by our audit report, the company has not issued any secured debentures. Accordingly, the provision of clause (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xx) The company has not raised money by public issue during the year hence any specific comments up on the disclosure of end use is not applicable to the company.

(xxi) To the best of our Knowledge and belief, and according to the information and explanation given to us, no frauds on or by the company was noticed or reported during the year.

For, A.L.Thakkar & Co.

Chartered Accountants

(FRN: 120116W)

(Sanjiv Shah)

Place : Ahmedabad Partner

Date : August 13, 2012 Mem.No. 42264


Mar 31, 2011

1 We have audited the attached Balance Sheet of ASIAN GRANITO INDIA LIMITED as at 31st March 2011, and also the Profit and Loss Account and the Cash Flow Statement 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 the 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 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 (Auditor's Report) Order, 2003 and Companies (Auditors Report) (Amendment) order 2004 thereon 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.

4 Further to our comments in the Annexure referred to above, we report that;

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as 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;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

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

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

(Referred to in paragraph 3 of our report of even date)

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

(b) Majority of the assets has been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any major part of the Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by the management except for inventories lying with third parties & branches where confirmations have been received. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the records of the Company, we are of the opinion that the Company is maintaining proper records of stock except stores & consumables.

(iii) (a) There are no companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 to whom the Company has granted unsecured loans. Hence the provision of this clause (a), (b), (c), and (d) is not applicable.

(b) The Company had taken unsecured loans from two parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year as Rs 3,01,357/-and the year end balance of loans taken from such parties was Rs NIL. .

(c) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of he companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

(d) We have been informed that the said loans are repayable on demand. The Company is regular in paying the interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (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 transactions that need to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. 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.

(vii) The Company has appointed a firm of Chartered Accountants as its Internal Auditor for the year under review. The Internal Audit for the year is therefore carried out by the said firm. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956. Hence the provision of this clause is not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Cess and other Statutory Duties applicable to it. There were no undisputed statutory dues as at the year end, outstanding 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 disputed dues of wealth tax, service tax, customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax and income tax which have not been deposited by the Company are as follows.

Name of Nature of Amount Rs. Period to which Forum where the Statute the dues the amount relates dispute is pending

Sales Tax Sales Tax 4507857 2003-04 Joi.comm.Tax comi..Appeals

Sales Tax Sales Tax 1962743 2004-05 Joi.comm.Tax comi..Appeals

Gujarat Vale VAT/CST 268730 2006-07 Joi.comm.Tax comi..Appeals Added Tax ACT

(x) The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

(xii) The Company has not granted any loans against security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society.Therefore, the provisions of this clause of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of this clause of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) According to the information & explanation given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions hence the provision of this clause are not applicable to the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purpose for which the loans were obtained.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no significant funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 hence we do not have any comments under this Para.

(xix) During the period covered by our audit report, the Company has not issued any secured debentures. Accordingly, the provision of clause (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xx) The Company has not raised money by public issue during the year hence any specific comments up on the disclosure of end use is not applicable to the Company.

(xxi) To the best of our Knowledge and belief, and according to the information and explanation given to us, no frauds on or by the Company was noticed or reported during the year.

For A.L.Thakkar & Co.

Chartered Accountants

(FRN: 120116W)

(Sanjeev Shah) Place: Ahmedabad Partner

Date : 12.08.2011 Mem.No. 42264




Mar 31, 2010

1. We have audited the attached Balance Sheet of ASIAN GRANITO INDIA LIMITED as at 31st March 2010, and also the Profit and Loss Account and the Cash Flow Statement 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 the 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 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 and Companies (Auditors Report) (Amendment) order 2004 thereon 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.

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

i. 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.

ii. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books;

iii. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with this Report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors, 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 31st March, 2010 from being appointed as a Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

(c) In the case of the Cash Flow statement, of the cash flows for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT

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

(b) Majority of the assets has been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of the Fixed Assets.

(ii) (a) The inventory has been physically verified during the year by the management except for inventories lying with third parties & branches where confirmations have been received. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of the company, we are of the opinion that the Company is maintaining proper records of stock except stores & consumables.

(iii) (a) There are no companies, firms and parties covered in the register maintained under Section 301 of the Companies Act, 1956 to whom the Company has granted unsecured loans. Hence the provision of this clause (a), (b), (c), and (d) is not applicable.

(b) The Company had taken unsecured loans from six parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year as Rs. 4,75,974/- and the year end balance of loans taken from such parties was Rs 3,01,858/-.

(C) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of he companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) We have been informed that the said loans are repayable on demand. The company is regular in paying the interest.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal controls.

(v) (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 transactions that need to be entered into the register maintained under Section 301 have been so entered.

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

(vi) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. 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.

(vii) The Company has appointed a firm of Chartered Accountants as its Internal Auditor for the year under review. The Internal Audit for the year is therefore carried out by the said firm. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956. Hence the provision of this clause is not applicable to the company.

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Cess and other Statutory Duties applicable to it. There were no undisputed statutory dues as at the year end, outstanding 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 disputed dues of wealth tax, service tax, customs duty and excise duty which have not been deposited. Details of disputed dues of sales tax and income tax which have not been deposited by the company are as follows.

Name of Nature of AmountRs. Period to which Forum where

the Statute the dues the amount relates dispute is pending

Sales Tax Sales Tax 4507857 2003-04 Joi.comm.Tax comi..Appeals

Sales Tax Sales Tax 1962743 2004-05 Joi.comm.Tax comi..Appeals

Income Tax Act,1961 Income Tax 6237221 2004-05 to 2008-09 Income Tax Appellate Tribunal

(x) The company does not have any accumulated losses. The company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the banks.

(xii) The company has not granted any loans against security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a

mutual benefit fund/society. Therefore, the provisions of this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of this clause of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) According to the information & explanation given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions hence the provision of this clause are not applicable to the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the year for the purpose for which the loans were obtained.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no significant funds raised on short-term basis have been used for long-term investment by the company.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties covered in the register maintained under section 301 of the Companies Act, 1956 hence we do not have any comments under this Para.

(xix) During the period covered by our audit report, the company has not issued any secured debentures. Accordingly, the provision of clause (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xx) The company has not raised money by public issue during the year hence any specific comments up on the disclosure of end use is not applicable to the company.

(xxi) To the best of our Knowledge and belief, and according to the information and explanation given to us, no frauds on or by the company was noticed or reported during the year.

For A.L.Thakkar & Co.

Chartered Accountants

(FRN: 120116W)

(Sanjeev Shah) Place: Ahmedabad Partner

Date : 29th July 2010 Mem.No. 42264



 
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