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Auditor Report of ATV Projects India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of ATV Projects India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, 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 for the year then ended.

Management's Responsibility for the standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with 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 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.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 qualified audit opinion on the standalone financial statements.

Basis for Qualified Opinion

I. As explained in note 11.1, the company has not made provision against doubtful debts amounting Rs.1015.81 lacs. Had this provision been made the profit would have been reduced to the extent and the current assets would also be reduced to the extent of non provision of the doubtful debts.

ii. As explained in note 8.2, the company has not provided the depreciation of Rs.29.00 lacs as worked out under Companies Act, 2013 for the TPE plant of the company. Had the depreciation been provided the profit for the year would have been reduced the extent and the net block of the fixed assets would be decreased to that extent.

iii. As explained in note 3.1 (g), the company has not provided the interest on long term loans, working capital finance, debentures and arrears of interest alongwith liquidated damages as the company is sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The effect of the rehabilitation scheme will be given as and when the same will be approved by BIFR.

Qualified Opinion

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

Report on Other Legal and Regulatory Requirements

As required by S ection 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) Except for the effects of the matter described in the basis for qualified opinion paragraph above, in our opinion, proper books of accounts 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) Except for the effects of the matter described in the basis for qualified opinion paragraph above, 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) The matter described on the basis for qualified opinion paragraph above, in our opinion may have an adverse effect on the functioning of the company.

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

g) The qualification relating to maintenance of accounts and other matters connected therewith are as stated in the qualified opinion paragraph above.

h) With respect to the other matters to be included in the Auditor's report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,2014, in our opinion and to the best of our information and according to the explanations given to us:

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements, refer to Note 22 to the financial statements.

2) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

3) There were no amounts which were required to be transferred to the investor education and protection fund by the company.

Annexure to the Auditor Report (Referred to in paragraph (1) of our report of even date)

I a) The Company has maintained the fixed assets records including quantitative details and situation of fixed assets and is in the process of updating the same.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased manner during the year and no material discrepancy has been noticed on such verification and has been properly dealt with in the Books of Accounts.

II a) The Stock of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals during the year, having regards to the nature of business and particular circumstances.

b) The procedure of physical verification of stock followed by the management as explained to us, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) As per the information and explanation given to us and according to the records produced to us, no material discrepancies noticed on such physical verification as compared to book records, have been properly dealt with in the books of account.

III As per the information and explanation given to us, the Company has not granted any loans, secured or unsecured, to any Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013..

IV According to the information and explanation given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During The course of our audit no major weaknesses has been noticed in the internal control system of the Company.

V The Company has not accepted any deposits from public.

VI We have broadly reviewed the books of accounts maintained by the Company as specified by the Central Government for maintenance of Cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate.

VII a) As per the information and explanation given by the management, and according to the records of the company with regard to undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty and Other Statutory dues applicable to it, the company is generally regular in depositing with appropriate authorities. According to the information and explanations given to us, the company is a Sick Industrial Company registered with BIFR and as such is in financial constraint however, there are no undisputed amount payable in respect of such statutory dues, which have remained outstanding as at 31st March 2015 for a period more than six months .

b) According to the records of the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, which have not been deposited on account of disputes and from where the disputes is pending with regard to aggregate Sales Tax of Rs. 3.98 lacs for the year 2008-09 and Rs.50.97 Lacs for the years 1995-96 to 2004-05, which is disputed before Appellate Authority and on account of demand of interest and damages of Provident Fund of Rs. 263.15 Lacs which is disputed before High Court of Allahabad.

c) As per the information and explanation given by the management there is no amount required to be transferred in accordance with the relevant provisions of the Companies Act 1956 and Rules made thereunder.

VIII As per the information and explanation given to us, the Company is a sick Industrial Company registered with BIFR and the accumulated losses of the Company are more than 50% of its net worth.

According to the records produced before us, the Company has not incurred any cash losses for the period ending 31st March,2015 and in the immediately preceding financial year ending 31.03.2014.

IX The company has taken in earlier years secured / unsecured term loans and non - convertible debentures from Financial Institutions, Non Banking Finance Companies and banks including interest thereon amounting to Rs. 14,024.02 lacs (net), Working Capital Loans from Banks (including interest) Rs. 25,815.30 lacs, Inter Corporate Deposits Rs. 354.00 lacs and Sales Tax deferment loan Rs. 182.10 lacs. The Company is a sick Industrial undertaking registered with BIFR. The said amount due for repayment is stated and explained in note 3.1 of notes to financial statements and recovery /recall proceeding have been stayed on account of company having been declared a Sick Industrial Company registered with BIFR .

X According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XI The Company has not raised any term loan during the year.

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

FOR N. S. BHATT & CO., Chartered Accountants Firm Registration no.101342W

N.S.BHATT (Proprietor) M. No. 10149

Place: Mumbai Dated: 13th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ATV Projects India 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 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.

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 qualified audit opinion.

i. As explained in note 11.1, the company has not made provision against doubtful debts amounting Rs.1015.81 lacs. Had this provision been made the profit would have been reduced to the extent and the current assets would also be reduced to the extent of non provision of the doubtful debts.

ii. As explained in note 8.1, the company has not provided the depreciation of Rs.378.28 lacs for the TPE plant of the company. Had the depreciation been provided the profit for the year would have been reduced the extent and the net block of the fixed assets would be decreased to that extent.

iii. As explained in note 3.1 (g), the company has not provided the interest on long term loans, working capital finance, debentures and arrears of interest alongwith liquidated damages as the company is sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The effect of the rehabilitation scheme will be given as and when the same will be approved by BIFR.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the basis for qualified opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b) in the case of the Statement of the 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 flow for the year ended on that date.

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 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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 Auditor Report (Referred to in paragraph (1) of our report of even date)

I a) The Company has maintained the fixed assets records including quantitative details and situation of fixed assets and is in the process of updating the same.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased manner during the year and no material discrepancy has been noticed on such verification and has been properly dealt with in the Books of Accounts.

c) As per the information and explanation given to us, no fixed assets have been disposed of by the Company during the period.

II a) The Stock of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals during the year, having regards to the nature of business and particular circumstances. b) The procedure of physical verification of stock followed by the management as explained to us, in our opinion, reasonable and adequate in relation to the size of the Company and the matter of its business.

c) As per the information and explanation given to us and according to the records produced to us, no material discrepancies noticed on such physical verification as compared to book records, have been properly dealt with in the books of account.

III As per the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to any Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

IV According to the information and explanation given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During The course of our audit no major weaknesses has been noticed in the internal control system of the Company.

V a) According to the information and explanations given to us, we are of the opinion that the transactions 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 transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI The Company has not accepted any deposits from public.

VII 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 books of accounts of maintained by the Company pursuant to the rules made by the Central Government for maintenance of Cost records under section 209 (1) (d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have however not made a detailed examination of the records with a view to determine whether they are accurate.

IX a) As per the information and explanation given by the management, and according to the records of the company with regard to undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty and Other Statutory dues applicable to it, the company is generally regular in depositing with appropriate authorities. According to the information and explanations given to us, the company is a Sick Industrial Company registered with BIFR and as such is in financial constraint however, there are no undisputed amount payable in respect of such statutory dues, which have remained outstanding as at 31st March 2014 for a period more than six months .

b) According to the records of the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, which have not been deposited on account of disputes and from where the disputes is pending with regard to aggregate Sales Tax of Rs. 8.03 lacs for the year 1997 - 1998, which is disputed and the Company has filed an appeal before Appellate Authority and on account of demand of interest and damages of Provident Fund of Rs. 263.15 Lacs which is disputed before High Court of Allahabad.

X As per the information and explanation given to us, the Company is a sick Industrial Company registered with BIFR and the accumulated losses of the Company are more than 50% of its net worth.

According to the records produced before us, the Company has not incurred any cash losses for the period ending 31st March, 2014 and in the immediately preceding financial year ending 31.03.2013.

XI The company has taken in earlier years secured / unsecured term loans and non - convertible debentures from Financial Institutions, Non Banking Finance Companies and banks including interest thereon amounting to Rs. 14,024.02 lacs (net), Working Capital Loans from Banks (including interest) Rs. 25,815.30 lacs, Inter Corporate Deposits Rs. 354.00 lacs and Sales Tax deferment loan Rs. 182.10 lacs. The Company is a sick Industrial undertaking registered with BIFR. The said amount due for repayment is stated and explained in note 3.1 of notes to financial statements and recovery /recall proceeding have been stayed on account of company having been declared a Sick Industrial Company registered with BIFR.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor Report) Order 2003. are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has neither raised any term loan during the year nor any unrealized amount was left on the account as at the beginning of the year. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XVII According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment and vice - versa.

XIII The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

XIX No debentures has been issued by the Company during the year.

XX The Company has not raised money by public issues during the year.

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

FOR N. S. BHATT & CO., Chartered Accountants Firm Registration no.101342W

N.S.BHATT (Proprietor) M. No. 010149

Place : Mumbai Dated : 20th May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of ATV Projects India Limited ("the Company"), 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 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.

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 qualified audit opinion.

i. As explained in note 11.1, the company has not made provision against doubtful debts amounting Rs.1015.81 lacs. Had this provision been made the profit would have been reduced to the extent and the current assets would also be reduced to the extent of non provision of the doubtful debts.

ii. As explained in note 8.1, the company has not provided the depreciation of Rs.437.33 lacs for the TPE plant of the company. Had the depreciation been provided the profit for the year would have been reduced to the extent and the net block of the fixed assets would be decreased to that extent.

iii. As explained in note 3.1 (g), the company has not provided the interest on long term loans, working capital finance, debentures and arrears of interest alongwith liquidated damages as the company is sick industrial undertaking and its rehabilitation scheme is pending before BIFR. The effect of the rehabilitation scheme will be given as and when the same will be approved by BIFR.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the basis for qualified opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of the 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.

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 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.

Annexure to the Auditor Report (Referred to in paragraph (1) of our report of even date)

I a) The Company has maintained the fixed assets records including quantitative details and situation of fixes assets and is in the process of updating the same.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased manner during the year and no material discrepancy has been noticed on such verification and has been properly dealt with in the Books of Accounts.

c) As per the information and explanation given to us, no fixed assets have been disposed of by the Company during the period.

II a) The Stock of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals during the year, having regards to the nature of business and particular circumstances.

b) The procedure of physical verification of stock followed by the management as explained to us, in our opinion, reasonable and adequate in relation to the size of the Company and the matter of its business.

c) As per the information and explanation given to us and according to the records produced to us, no material discrepancies noticed on such physical verification as compared to book records, have been properly dealt with in the books of account.

III As per the informatioh and explanation given to us. the Company has neither granted nor taken any loans, secured or unsecured, to any Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

IV According to the information and explanation given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During The course of our audit no major weaknesses has been noticed in the internal control system of the Company.

V a) According to the information and explanations given to us, we are of the opinion that the transactions 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 transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI The Company has not accepted any deposits from public.

VII 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 the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

IX a) As per the information and explanation given by the management, and according to the records of the company with regard to undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty and Other Statutory dues applicable to it, the company is generally regular in depositing with appropriate authorities. According to the information and explanations given to us, the company is a Sick Industrial Company registered with BIFR and as such is in financial constraint however, there are no undisputed amount payable in respect of such statutory dues, which have remained outstanding as at 31s1 March 2013 for a period more than six months .

b) According to the records of the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, which have not been deposited on account of disputes and from where the disputes is pending with regard to aggregate Sales Tax of Rs. 8.03 lacs for the year 1997 - 1998, which is disputed and the Company has filed an appeal before Appellate Authority.

X As per the information and explanation given to us, the Company is a sick Industrial Company registered with BIFR and the accumulated losses of the Company are more than 50% of its net worth.

According to the records produced before us, the Company has not incurred any cash losses for the period ending 31s" March, 2013 and in the immediately preceding financial year ending 31.03.2012.

XI The company has taken in earlier years secured / unsecured term loans and non - convertible debentures from Financial Institutions, Non Banking Finance Companies and banks amounting to Rs.8369.31 lacs (net) and Interest thereon of Rs.6540.04 lacs, Working Capital Loans from Banks (including interest) Rs.25,815.30 lacs, Inter Corporate Deposits Rs.354.00 lacs and Sales Tax deferment loan Rs.182.10 lacs. The Company is a sick Industrial undertaking registered with BIFR. The said amount due for repayment is stated and explained in note 3.1 of notes to financial statements and recovery /recall proceeding have been stayed on account of company having been declared a Sick Industrial Company registered with BIFR.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor Report) Order 2003 are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has neither raised any term loan during the year nor any unrealized amount was left on the account as at the beginning of the year. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XVII According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment and vice - versa.

XVIII The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

XIX No debentures has been issued by the Company during the year.

XX The Company has not raised money by public issues during the year.

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



FORN. S. BHATT&CO.,

Chartered Accountants

Firm Registration no.101342W



N.S.BHATT

(Proprietor)

M. No.10149



Place: Mathura

Dated:14th May,2013


Mar 31, 2012

We have audited the attached Balance Sheet of ATV PROJECTS INDIA LIMITED Mumbai as at 31st March 2012 and annexed Statement of Profit & loss and Cash Flow Statement of the Company for the period ended on that date. 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.

1. 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 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.

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of section 227(4-A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments stated in paragraph 2 above, 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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c. The Balance Sheet, Statement of Profit & Loss and cash flow statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion the Balance Sheet, the Statement of Profit & Loss and cash flow statement subject to para f herein below complies with the mandatory Accounting standards referred in Section 211(3c) of the Companies Act, 1956.

e. On the basis of the written representation received from the Directors 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.

f. In our opinion and to the best of our information and according to the explanations given to us, and subject to Note No.,11.1 with regards to non provision of doubtful debts amounting to Rs. 1062.60 lacs, Note No. 8.1 regarding Non provision of depreciation of Rs.505.70 lacs, Note No.3.1 (g) regarding non-provision of interest and Note No.5.1 regarding the amount due towards is units, the accounts, read with other notes given in Notes on Financial Statements gives the information required by the Companies Act, 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In the case of the Statement of Profit & Loss, of the Profit for the period ended on that date.

(iii) In the case of the cash flow statement, of the cash flows for the period ended on that date.

Annexure to the Auditor Report (Referred to in paragraph (2) of our report of even date)

I a) The Company has maintained the fixed assets records including quantitative details and situation of fixed assets and is in the process of updating the same.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased manner during the year and no material discrepancy has been noticed on such verification and has been properly dealt with in the Books of Accounts.

c) As per the information and explanation given to us, no fixed assets have been disposed of by the Company during the period.

II a) The Stock of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals during the year, having regards to the nature of business and particular circumstances.

b) The procedure of physical verification of stock followed by the management as explained to us, in our opinion, reasonable and adequate in relation to the size of the Company and the matter of its business.

c) As per the information and explanation given to us and according to the records produced to us, no material discrepancies noticed on such physical verification as compared to book records, have been properly dealt with in the books of account.

III As per the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to any Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

IV According to the information and explanation given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During The course of our audit no major weaknesses has been noticed in the internal control system of the Company.

V a) According to the information and explanations given to us, we are of the opinion that the transactions 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 transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI The Company has not accepted any deposits from public.

VII 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 the maintenance of cost records by the Company under section 209 (1) (d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

IX a) As per the information and explanation given by the management, and according to the records of the company with regard to undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty and Other Statutory dues applicable to it, the company is generally regular in depositing with appropriate authorities. According to the information and explanations given to us, the company is a Sick Industrial Company registered with BIFR and as such is in financial constraint during the period, the undisputed amount payable in respect of such statutory dues, which have remained outstanding as at 31st March 2012 for a period more than six months with regard to sales tax Rs.4.52 lacs . b) According to the records of the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, which have not been deposited on account of disputes and from where the disputes is pending with regard to aggregate Sales Tax of Rs. 8.03 lacs for the year 1997 - 1998, which is disputed and the Company has filed an appeal before Appellate Authority.

X As per the information and explanation given to us, the Company is a sick Industrial Company registered with BIFR and the accumulated losses of the Company are more than 50% of its net worth.

According to the records produced before us, the Company has not incurred any cash losses for the period ending 31st March,2012 and in the immediately preceding financial year ending 31.03.2011.

XI The company has taken in earlier years secured / unsecured term loans and non-convertible debentures from Financial Institutions, Non Banking Finance Companies and banks amounting to Rs. 8,369.31 lacs (net) and Interest thereon of Rs. 6,648.65 lacs, Working Capital Loans from Banks (including interest) Rs.25,815.30 lacs, Inter Corporate Deposits Rs. 354.01 lacs and Sales Tax deferment loan Rs. 182.10 lacs. The Company is a sick Industrial undertaking registered with BIFR. The said amount due for repayment is stated and explained in note 3.1 of notes to financial statements and recovery /recall proceeding have been stayed on account of company having been declared a Sick Industrial Company registered with BIFR .

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor Report) Order 2003. are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has neither raised any term loan during the year nor any unrealized amount was left on the account as at the beginning of the year. Therefore, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XVII According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment and vice - versa.

XIII The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

XIX No debentures has been issued by the Company during the year.

XX The Company has not raised money by public issues during the year.

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

FOR N. S. BHATT & CO.,

Chartered Accountants

Firm Registration no.101342W

N.S.BHATT

(Proprietor)

M. No. 10149

Place : Mumbai

Dated : 28th July, 2012.


Mar 31, 2010

We have audited the attached Balance Sheet of ATV PROJECTS INDIA LIMITED Mumbai as at 31st March, 2010 and annexed Profit & Loss Account and cash flow statement of the Company for the year ended on that date. 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.

1. 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 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.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of section 227(4-A| of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraph 4 and 5 of the said order.

3. Further to our comments stated in paragraph 2 above, 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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

c. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion the Balance Sheet, Profit & Loss Accounts and Cash Flow Statement dealt with by this report subject to Para F herein below complies with the mandatory Accounting standards referred in Section 211 (3C) of the Companies Act, 1956.

e. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31" March, 2010 from being appointed as a Director in terms of clause (g) of sub- section (I) of section 274 of the Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, and subject to Note No. B - 4 with regards to non provision of doubtful debts amounting to Rs. 2156.58 lacs, Note No. B - 8 regarding Non provision of depreciation of Rs.676.54 lacs, Note No. B -10 regarding non-provision of interest of Rs. 57780.40 lacs and Note No. B ¦ 18 regarding the amount due towards ssi units, the accounts, read with other notes given in schedule M gives the information required by the Companies Act, 1956, in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date. (hi) In the case of the cash flow statement of the cash flows for the year ended on that date.

Annexure to the Auditor Report (Referred to in paragraph (2) of our report of even date)

I a) The Company has maintained the fixed assets records including quantitative details and situation of fixed assets and is in the process of updating the same.

b) As explained to us, the fixed assets have been physically verified by the management at reasonable interval in a phased manner during the year and no material discrepancy has been noticed on such verification and has been properly dealt with in the Books of Accounts.

c) As per the information and explanation given to us, no fixed assets has been disposed off by the Company during the period.

II a) The Stock of finished goods, stores, spare parts and raw material have been physically verified by the management at reasonable intervals during the year, having regards to the nature of business and particular circumstances.

b) The procedure of physical verification of stock followed by the management as explained to us, in our opinion, reasonable and adequate in relation to the size of the Company and the matter of its business.

c) As per the information and explanation given to us and according to the records produced to us, no material discrepancies noticed on such physical verification as compared to book records, have been properly dealt with in the books of account.

III As per the information and explanation given to us, the Company has neither granted nor taken any loans, secured or unsecured, to any Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

IV According to the information and explanation given to us, in our opinion there are adequate internal control procedures commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets and for sale of goods. During The course of our audit no major weaknesses has been noticed in the internal control system of the Company.

V a) According to the information and explanations given to us, we are of the opinion that the transactions 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 transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees Five tacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices of the relevant time.

VI The Company has not accepted any deposits from public.

VII 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 the maintenance,.^ cost records by the Company under section 209 (1) (d) of the Companies A;ti 1956, therefore the provision of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 is not applicable to the Company.

IX a) As per the information and explanation given by the management, and according to the records of the company with regard to undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty and Other Statutory dues applicable to it, the company is generally regular in depositing with appropriate authorities. According to the information and explanation given to us, the Company is a sick industrialCompany registered with BIFR and as such is in financial constraint during the period, the undisputed amounts payable in respect of such statutory dues, which have remained outstanding as at 31" March,2010 for a period more than six months with regard to Investor Education and Protection Fund for Dividend of Rs. 1.02 lacs for the year 1993-1994, Sales Tax of Rs. 73.21 lacs for the year 1995 -1996 to 2005 ¦ 2006, Provident Fund of Rs.70.90 lacs for the year 1995 - 1996 to 2003 - 2004 and Income Tax TDS of Rs. 1.72 lacs for the year 2009-2010. b) According to the records of the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, which have not been deposited on account of disputes and from where the disputes is pending with regard to aggregate Sales Tax of Rs. 8.03 lacs for the year 1997 - 1998, which is disputed and the Company has filed an appeal before Appellate Authority.

X As per the information and explanation given to us, the Company is a sick Industrial Company registered with BIFR and the accumulated losses of the Company are more than 50% of its net worth. According to the records produced before us, the Company has not incurred any cash losses for the period ending 31" March, 2010 and in the immediately preceding year ending 31-03-2009.

XI The company has taken in earlier years secured / unsecured term loans and non - convertible debentures from Financial Institutions, Non Banking Finance Companies and banks amounting to Rs. 15305.34 lacs and Interest thereon of Rs. 6727.91 lacs, Working Capital Loans from Banks (including interest) Rs. 25815.30 lacs, Inter Corporate Deposits Rs. 779.00 lacs and Sales Tax deferment loan Rs. 182.10 lacs. The said amount is due for repayment as stated in Note No. B - 2 of Notes on Accounts. Since, the Company is a sick Industrial undertaking registered with BIFR and as asked for by lenders the Company has already submitted the OTS proposal which has been accepted by them.

XII According to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII The Company is not a chit fund, nidhi or mutual benefit fund / society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor Report) Order 2003 are not applicable to the Company.

XIV In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

XV According to the information and explanation given to us, the company has not given any guarantee for loan taken by others from Banks and Financial Institutions.

XVI The Company has neither raised any term loan during the year nor any unrealized amount was left on the account as at the beginning of the year. Therefore, the provisions of clause 4

(xvi) of the Companies (Auditors Report) Order 2003 are not applicable to the Company.

XVII) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment and vice - versa.

XVIII The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 during the year.

XIX No debentures has been issued by the Company during the year.

XX The Company has not raised money by public issues during the year.

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

FOR N. S. BHATT & CO.,

Chartered Accountants

N. S. BHATT (Proprietor) M. No. 10149 F. NO.101342W

Place: Mumbai Dated: 29th April, 2010

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