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Auditor Report of Axel Polymers Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of AXEL POLYMERS LIMITED which comprise the balance sheet as at 31 March 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.

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 and presentation of these standalone financial statements that give a true and fair view of the financial position and financial performance and cash flows of the company in accordance with the Accounting principles generally accepted in India, including accounting Standards specified u/s 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 u/s 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 true and fair viewin order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the above 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:

1) in the case of the balance sheet, of the state of affairs of the company as at 31 March 2015;

2) in the case of the statement of profit and loss, of the Profit for the year ended on that date;

3) 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, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. we have 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 and Statement of Profit and Loss comply with the Accounting Standards referred to in section 133the 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 March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of section 164(2) of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in Note 2.25(2) of the standalone financial statements.

ii. The Company did not have any long term contracts including derivatives contracts for which there were an material foreseeable losses;

iii. There is no such amount which is required to be transfer to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

ANNEXURE TO THE AUDITOR'S REPORT

1 (a) The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets; however the same remains to be updated.

(b) As explained to us, fixed assets are physically verified by the management at the year-end, which in our opinion, is reasonable, looking to the size of the company and its nature of business, and no material discrepancies were noticed on such verification.

2 (a) As explained to us, Inventories has been physically verified during the year and at the year-end.

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

(c) The company is maintaining proper records of inventory. As informed to us, the no material discrepancies were noticed on physical verification of stocks as compared to book records were.

3 (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Hence, Clause (03) (a) to (b) of the Order is not applicable.

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

5. The Company has not accepted any deposits during the year from the public, within the meaning of the provisions of Section 73 & 74 of the Companies Act 2013 and rules made there under.

6. We are informed that the Central Government has not prescribed maintenance of cost records pursuant to Rules prescribed under Section 148(1) of the Act; hence clause (viii) of the order is not applicable.

7. (a) The company is not regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, duty of customs, duty of excise, value added tax or cess dues with the appropriate authorities. There are no undisputed amounts payable as at 31.03.2015 for a period of more than six months from the date they became payable except Income tax of Rs.3.12 Lacs.

(b) According to the information and explanation given to us, there are no dues of income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax or cess dues under dispute as on 31st March 2015 except Income Tax dues:

Name of Statue Nature of Dues Amount Period to which (Rs.) it relates

Income Tax Act, Income Tax 38370/- A.Y. 2007-08 1961 161437/- A.Y. 2008-09

161437/- A.Y. 2009-10

Name of Statue Forum where the dispute is pending

Income Tax Act,1961 Assessing Officer

8. The accumulated losses of the company exceed 50% of its net worth at the end of the Financial year. The Company has not incurred cash losses in the current year however cash loss was incurred in immediately preceding financial year.

9. Based on our audit procedures and on the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of its Loan and Interest to the bank.

10. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11. According to the information and explanations given to us, no new term loans were availed during the year.

12. To the best of our knowledge and belief and according to information and explanation given to us no fraud on or by the company has been noticed or reported during the year under report.

For SHAH & BHANDARI Chartered Accountants Firm No.: 118852W

(Yogesh Bhandari) Place: Vadodara Partner Date: 30.05.2015 M.No.046255




Mar 31, 2012

We have audited the attached Balance Sheet of AXEL POLYMERS LIMITED as at 31.03.2012 and also the Profit & Loss Account and 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.

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 whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidenc-supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basisforouropinion.

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

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, subject to our observation in paragraphs (i) and (v) above, 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion, subject to our observation in paragraphs (I) above the Balance Sheet and Profit & Loss Account dealt with by this report comply in all material respect with the applicable accounting standards issued by the Institute of Chartered Accountants of India referred to in section 211 (3C) of the Compa->nies Act, 1956.

(v) On the basis of written representations received from the directors, as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31.03.2012 from being appointed as 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 together with the significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of Profit & 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.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in paragraph 3 of our report of even date)

1 (a) The company has maintained proper records showing full particulars,

including quantitative details and situation of its fixed assets; however the same remains to be updated.

(b) As explained to us, fixed assets are physically verified by the management at the year-end, which in our opinion, is reasonable, looking to the size of the company and its nature of business, and no material discrepancies were noticed on such verification.

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

2 (a) As explained to us, Inventorjps-has been physically verified during the year and atthe year-end.

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

(c) The company is maintaining proper records of inventory. As informed to us, the discrepancies noticed on physical versification of stocks as compared to book records were not Material, however, the same have been properly dealt with in the books of account.

3 (a) The company has not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 301 of the Act. Hence, Clause (03) (a) to (d) of the Order are not applicable.

(e) The company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance is Rs.99.01 Lacs (P.Y.95.46 Lacs) and year-end balance is Rs. 108.58 Lacs (P.Y.89.89 Lacs)

(f) In our opinion and information given to us the rate of interest and other terms and conditions of loans taken by the company, secured or unsecured, are not prima facie prejudicial to the interest of the company.

(g) As per information given and explanation given to us, the payment of interest is regular and there is no stipulation as regards to repayment of principal.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. (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 transactions made in pursuance of contracts or arrangements referred to in (a) above and exceeding the value of Rs 5.00 lacs with the parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits during the year from the public, within the meaning of the provisions of Section 58A & 58AA of the Companies Act, 1956 and rules made there under. Hence, clause (vi) of the order is not applicable.

7. In our opinion and as informed jto us, the company has an internal audit system commensurate with its size and nature of its business.

8. We are informed that-the Central Government has not prescribed maintenance of cost records under Section 209(1) (b) of the Companies Act, 1956; hence clause (viii) of the order is not applicable.

9. (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, service tax, excise duty and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty, as at 31.03.2012 for a period of more than six months from the date they became payable except tax deducted at source amounting to Rs.3.81 Lacs which is outstanding more than six month.

10. The accumulated losses of the company do not exceed 50% of its net worth during the year. Moreover the Company has not incurred any cash losses in the current year as well as in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of its dues to the banks.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of similar nature and hence maintenance of documents and records relating to such items are not applicable.

13. The clause (xiii) of the order is not applicable to the company, as the company is not a chit fund company or nidhi / mutual benefit fund/society.

14. The clause (xiv) of the order is not applicable to the company as the company is not dealing or trading in shares, securities, debentures and other investments.

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

16. According to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

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

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Hence clause (xviii) of the order is not applicable.

19. The company has not issued any debentures hence clause (xix) of the order is not applicable. '

20. The company has not raised anyrtnoney by public issues hence clause (xx) of the order is not applicable. .

21. To the best of our knowledge and belief and according to information and explanation given to us no fraud on or by the company has been noticed or reported during the year under report.

For SHAH & BHANDARI

Chartered Accountants

FRN: 118852W

Place: Vadodara (Yogesh Bhandari)

Date: 16/08/2012 Partner

M.No46255


Mar 31, 2010

We have audited the attached Balance Sheet of AXEL POLYMERS LIMITED as at 31.03.2010 and also the Profit & Loss Account and 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.

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 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure, a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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

(i) The Company has treated material received for Toll Compounding, as purchase & sale, as a result of which sale and purchase are higher by Rs. 184.96 lacs (Refer note 8 Schedule 16.B). However, it has no impact on profit for the year.

(ii) 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.

(iii) In our opinion, subject to our observation in paragraphs (i) and (v) above, proper books of Accounts, as required by Law, have been kept by the Company so far as appears from our examination of those books.

(iv) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

(v) Attention of the members is invited to note 4 and 6 of schedule 16. B regarding recognition of deferred tax asset during the year aggregating to Rs. 1925440, by virtue of which its loss for the year and debit balance of Profit & Loss Account each stand reduced by the said amount. In view of explanation 1 to clause 17 of Accounting Standard 22, we cannot express any independent opinion in the matter.

(vi) Attention of the members is invited to note 5 and 6 of schedule 16. B regarding recognition of MAT credit during the year amounting to Rs. 662674/-, by virtue of which its loss for the year and debit balance of Profit & Loss Account each stand reduced by same amount. In view of managements decision to recognise MAT credit to profit and loss account during the year, we cannot express any independent opinion in the matter.

(vii) In our opinion, subject to our observation in paragraphs (I) above the Balance Sheet and Profit & Loss Account dealt with by this report comply in all material respect with the applicable accounting standards issued by the Institute of Chartered Accountants of India referred to in section 211 (3C) of the Compa- nies Act, 1956.

(viii)On the basis of written representations received from the directors, as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31.03.2010 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(ix) In our opinion and to the best of our information and according to the explanations given to us, subject to our observations in paragraph (i), (v) and (vi) stated above; the said accounts give the information

required by the Companies Act, 1956,in the manner so required and give a true and fair view in conformity with the Accounting principles generally accepted in India.

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

(b) In the case of Profit & 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.







ANNEXURE TO THE AUDITORS REPORT

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

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

(b) As explained to us, fixed assets are physically verified by the management at the year-end, which in our opinion, is reasonable, looking to the size of the company and its nature of business, and no material discrepancies were noticed on such verification.

(c) The company has not disposed off any substantial part of its fixed assets during the year.

02. (a) As explained to us, Inventories has been physically verified during the year and at the year end.

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not Material, however, the same have been properly dealt with in the books of account.

03. (a) The company has taken loan from 2 parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.34.70 lacs and the year-end balance of loans taken from such parties was Rs.33.21 lacs.

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

(c) There is no stipulation as regards to repayment of principal; company has been regular in the payment of interest.

(d) There is no overdue amount of loans taken from other parties listed in the register maintained under section 301 of the Companies Act, 1956.

04. 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 purchases of inventory, fixed assets and with regard to the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

05. (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, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (v) (b) of the order is not applicable.

06. The Company has not accepted any deposits during the year from the public, within the meaning of the provisions of Section 58A & 58AA of the Companies Act, 1956 and rules made there under. Hence, clause (vi) of the order is not applicable.

07. In our opinion, the company has an internal audit system commensurate with its size and nature of its business.

08. We are informed that the Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956. Hence clause (viii) of the order is not applicable.

09. (a) The company is not regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, custom duty, excise duty and other material statutory dues applicable to it. (b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, sales tax, customs duty, excise duty, as at 31.03.2010 for a period of more than six months from the date they became payable except tax deducted at source amounting to Rs.6,49,027/- Which is outstanding more than six month.

10. The accumulated losses of the company do not exceed 50% of its net worth during the year. Moreover the Company has not incurred any cash losses in the current year as well as in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanation given to us, we are of the opinion that the company has not defaulted in repayment of its dues to the banks. The company has not issued any debentures.

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

13. The clause (xiii) of the order is not applicable to the company, as the company is not a chit fund company or Nidhi / Mutual benefit Fund / Society.

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

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

16. According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company no new term loans are availed during the year.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The company has not made any allotment of shares hence clause (xviii) of the order is not applicable.

19. The company has not issued any debentures hence clause (xix) of the order is not applicable.

20. The company has not raised any money by public issues hence clause (xx) of the order is not applicable.

21. To the best of our knowledge and belief and according to information and explanation given to us no fraud on or by the company has been noticed or report- ed during the year under report.



For SHAH & BHANDARI

Chartered Accountants

FRN: 118852W



(Yogesh Bhandari)

Place: Vadodara Partner

Date : 01/08/2010 M.No 46255



 
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