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Auditor Report of Baroda Extrusion Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in the section 134(5) of the Companies Act, 2013 ('the Act') with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that are 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 financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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 financial control relevant to the Company's preparation of the financial statements, that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

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, 2015;

(b) In the case of the Statement of Profit and Loss, of the Loss for the year ended

on that date;

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

Emphasis of Matter

We draw your attention to the following

The accounts of the Company are drawn up on "Going Concern" basis even though the accumulated losses of the Company exceed its paid up capital and reserve. The Company is "Sick Industrial Company" under the provisions of Sick Industrial Companies Act, 1985.

Issue of Takeover Notice by SICOM LIMITED under section 29 of State Financial Corporation Act,1951 to the company for recovery of its dues The "Going Concern" status of the Company is not affected as physical possession of the assets have not been taken. (Refer Note No 25).

Filing of winding up petition by SICOM LIMITED in The High Court of Gujarat on 28.07.2014 u/s 433 and 434 under The Companies Act 1956 (Refer Note No. 25)

Balances of Secured Loans as at 31.03.2015 are subject to their confirmation and reconciliation.

Non-provision of doubtful debts amounting to Rs. 22,24,25,661/- and to that extent the loss for the year is understated.

Balances of sundry debtors and advances as at 31.03.2015 are subject to their confirmation and reconciliation.

Non-compliance of AS-15 with regard to Accounting of Retirement Benefits, except Provident Fund. The exact amount in respect of these benefits is not provided in the accounts as no actuarial valuation in respect of these benefits is made by the Company.

Report on Other Legal and Regulatory Requirements

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 section143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books.

c) The Balance Sheet, the Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 24 & 25.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in our Report of even date to the members of Baroda Extrusions Limited on the Financial Statement of the Company for the year ended 31st March, 2015.

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

1. In respect of Fixed Assets:

(a) The Company has generally maintained records showing broadly particulars of fixed assets. The fixed assets register is not updated.

(b) The management during the year have not physically verified the fixed assets. Under the circumstances material discrepancies, if any, in the fixed assets have not been ascertained.

2. In respect of its' inventories:

(a) As explained to us, inventories have been physically verified by the management at the year end. In our opinion, the frequency of such verification needs to be improved.

(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 inadequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has generally maintained records of Inventories. As explained to us, there was no material discrepancy noticed on physical verification of Inventory as compared to the book records.

3. According to information and explanations given to us, the Company has not granted Unsecured Loans to parties covered in the register maintained under section 189 of the Companies Act, 2013 during the year.

4. In our opinion, and according to the information and explanations given to us, the existing internal control procedures are inadequate commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

5. As informed to us Company has not accepted any deposits from public during the year. So far as we are informed, no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

6. The company has appointed cost auditors u/s 148 of The Companies Act, 2013.

7. According to the records of the Company, undisputed Statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other statutory dues have been generally deposited with the appropriate authorities.

8. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

9. According to the best of our knowledge, all the relevant provisions of the companies Act, 2013 and rules made there under with respect to the Investor Education and Protection Fund, there has not been an occasion in case the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise and hence have been complied by the company.

10. The Company has incurred Cash losses for the year ended March 31, 2015 and has incurred cash loss in the immediately preceding financial year. The accumulated loss at the end of the financial year was more than fifty percent of the net worth of the company as at March 31, 2015.

11. The company has defaulted in repayment of its dues to SICOM LTD as at Balance Sheet date to the extent of 45, 87, 05,234/-(exclusive of non provision of interest for the year 2013-14 and 2014-15) against factoring of receivable and purchase bills discounting sanctioned to the company by SICOM LTD. The company has defaulted in repayment of its dues to SICOM LTD since last three years.

12. According to the information and explanation given to us, there are no guarantees given by the company for loans taken by others either from Banks or Financial Institutions.

13. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

14. As per the books examined by us and based on the explanations given to us, no fraud on or by the Company has been noticed or reported for the year ended March 31, 2015.

Place: Vadodara For Parikh Shah Chotalia& Associates Chartered Accountants

SD/- CA Vijay Parikh (Partner) Membership No: 031773 Date: 30th May, 2015 F.R.N: 118493W


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Baroda Extrusion Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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.

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. Attention is invited to the following

The accounts of the Company are drawn up on "Going Concern" basis even though the accumulated losses of the Company exceeds its paid up capital and reserve. The Company is "Sick Industrial Company" under the provisions of Sick Industrial Companies Act, 1985.

Issue of Takeover Notice by SICOM LIMITED due to non payment of its dues under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The "Going Concern" status of the Company is not affected as physical possession of the assets have not been taken. (Refer Note No 23).

Balances of Secured Loans as at 31.03.2013 are subject to their confirmation and reconciliation.

Non-provision of doubtful debts amounting to Rs 26,81,11,030/- and to that extent the loss for the year is understated.

Balances of sundry debtors and advances as at 31.03.2013 are subject to their confirmation and r econciliation.

Non-compliance of AS-15 with regard to Accounting of Retirement Benefits, except Provident Fund. The exact amount in respect of these benefits is not provided in the accounts as no accturial valuation in respect of these benefits is made by the Company.

Subject to the forgoing, 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 notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) In the case of the Statement of Profit and Loss, of the Loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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 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, 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 the Accounting Standards referred to in section 211(3C) of the Act;

e. On the basis of the written representations received from the directors as on March 31, 2013, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our Report of even date to the Members of Baroda Extrusion Ltd on the financial statement for the year ended 31st March 2013)

1 In respect of its Fixed Assets

a) The Company has generally maintained records showing broadly the particulars of its fixed assets. The fixed asset register is in the process of being updated.

b) The management during the year has not physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c) As informed to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2 In respect of its Inventories

a) The inventories have been physically verified by the management at the year end. In our opinion, the frequency of such verification should be undertaken 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 inadequate in relation to the size of the company and the nature of its business.

c) The Company has generally maintained records of inventory. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3 In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956;

a) The Company has given short term loans to parties covered under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs 7845618/- and year end balance is Rs 82558/-.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule.

d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

e) The Company has taken any loans from parties covered under Section 301 of the Companies Act 1956.

4 In our opinion and according to the information and explanations given to us, there is no internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control system.

5 According to the information and explanation given to us, the particulars of the contracts or arrangement referred to in Section 301 of the Companies Act, 1956 have not been entered in to the register as required to be maintained under that section. We are also informed that the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs 5,00,000/- have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6 The company has not complied with the provisions of Sections 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.

7 The Company do not have an internal audit system commensurate with the size and nature of its business.

8 The Company has not maintained cost records as prescribed by Central Government Section 209(1)(d) of the Companies Act, 1956.

9 In respect of statutory dues;

According to the records of the Company, undisputed statutory dues including Provident Fund, Income Tax, VAT, Service Tax, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except Income Tax.

10.The accumulated losses of the Company at the end of the year have exceeded the net

worth of the company. The Company has incurred cash loss during the financial year covered by the audit as well as in the previous financial year.

11 In our opinion and according to the information and explanation given to us, the Company has defaulted in repayment of dues to SICOM LTD as at Balance Sheet date to the extent of Rs-45,87,05,234/- against factoring of receivables and purchase bill discounting facilities sanctioned to the Company by SICOM LTD and it has issued takeover notice under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

12 In our opinion and according to the explanations given to us and based on the information available, the Company has not granted any loans or advances on the basis of security by way of pledge of shares and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

14 In our opinion, the Company is not in the business of dealing in or trading in shares / securities / debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

15 As informed to us the Company has not given any guarantees or loans taken by others from Banks or financial institutions during the year.

16 The Company has obtained term loans from Kotak Mahindra Bank Ltd during the year under review.

17 According to the information and explanation 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. No long-term funds have been used to finance short-term assets except permanent working capital.

18 The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19 The company has not issued any debenture during the year.

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

21 According to information and explanation given to us, no material fraud by the Company and no material fraud on or by the Company has been noticed or reported during the year.

Place: Vadodara For Parikh Shah Chotalia& Associates

Chartered Accountants

Date: 30th May 2013 CA Vijay M Parikh

(Partner)

Membership No: 031773

F.R.N: 118493W


Mar 31, 2012

1. We have audited the attached Balance Sheet of BARODA EXTRUSION LIMITED as at 31st March 2012 and Statement of Profit and Loss for the year ended on that date, annexed thereto and Cash Flow Statement for the year ended on that date.. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 the 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 as amended by Companies (Auditor's Report)( Amendment ) Order, 2004 ( together the Order ) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956,and on the basis of such checks as we considered appropriate and also the information and explanation given to us in the normal course of audit, 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 in paragraph 3 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 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 and 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 and to the best of our information the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this report generally comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 to the extent applicable.

e. On the basis of written representation received from the Directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2012 from being appointed as a director under in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

a. Attention is invited to the following

Non-provision of doubtful debts amounting to Rs 30347853/- and to that extent the loss for the year is understated Balances of sundry debtors as at 31.03.2012 are subject to their confirmation Subject to the forgoing, 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 notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(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 Statement of Profit and Loss Account, of the loss 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 to the Members of Baroda Extrusion Ltd on the financial statement for the year ended 31st March 2012)

1 a) The Company has generally maintained records showing broadly the particulars of its fixed assets. The fixed asset register is in the process of being updated.

b) The management during the year has not physically verified the fixed assets. Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c) As informed to us, the Company has not disposed off substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2 a) The inventories have been physically verified by the management at the year end.. In our opinion, the frequency of such verification should be undertaken 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 inadequate in relation to the size of the company and the nature of its business.

c) The Company has generally maintained records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to book records.

3 In respect of the loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956 ;

a) The Company has given short term loans to parties covered under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs 2,92,53,600/- and the year end balance is Rs 3,29,700/-.

The Company has taken loans from parties covered under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year was Rs 25,00,000/- and the year end balance is Rs 5,00,000/-

b ) In our opinion and according to the information and explanations given to us, the terms and conditions of the short term loans given by the Company, are not prima facie prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and there is no repayment schedule.

d) In respect of the said loans, the same are repayable on demand and therefore the question of overdue amounts does not arise.

4 In our opinion and according to the information and explanations given to us, the existing internal control procedures are inadequate and not commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of the goods and services. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

5 According to the information and explanation given to us, the particulars of the contracts or arrangement referred to in Section 301 of the Companies Act 1956 have not been entered in to the register required to be maintained under that section. We are also informed that the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs 5.00.000/ have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

6 The company has not complied with the provisions of Sections 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.

7 The Company does not have an internal audit system commensurate with the size and nature of its business.

8 The Company has not maintained cost records as prescribed by Central Government Section 209(1) (d) of the Companies Act, 1956.

9 In respect of statutory dues;

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Income Tax, VAT, Service Tax, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities except Income Tax.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for more than six months from the date they became payable except following

Nature of Tax Year Amount Rs in Lacs

Income Tax 2008-09 38.35

Income Tax 2010-11 48.86

The above dues are exclusive of interest and are for self assessment tax

10 As per the accounts verified by us the accumulated losses of the Company at the end of the year has not exceeded 50% of its net worth. The Company has incurred cash loss during the financial year covered by the audit .

11 In our opinion and according to the information and explanation given to us the Company has defaulted in repayment of dues to SICOM LTD to the extent of Rs.10,30,11,550/- against factoring of receivables facilities sanctioned to the Company by SICOM LTD as at Balance Sheet date.

12 In our opinion and according to the explanations given to us and based on the information available, the Company has not granted any loans or advances on the basis of security by way of pledge of shares and other securities.

13 In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

14 In our opinion, the Company is not in the business of dealing in or trading in shares / securities / debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) order, 2003 are not applicable to the company.

15 As informed to us the Company has not given any guarantees or loans taken by others from Banks or financial institutions during the year.

16 The Company has obtained any term loans from Kotak Mahindra Bank Ltd during the year under review.

17 According to the information and explanation 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. No long-term funds have been used to finance short-term assets except permanent working capital.

18 The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19 The company has not issued any debenture during the year.

20 The company has not raised any money by way of public issue during the year. However the Company has issued 67,50,000 equity shares of Rs 10/- each fully paid up at a premium of Rs 2.50 per share on preferential basis.

21 According to information and explanation given to us, no material fraud by the Company and no material fraud on or by the Company has been noticed or reported during the year.

Place: VADODARA FOR PARIKH SHAH CHOTALIA & ASSOCIATES

CHARTERED ACCOUNTANTS

(Registration No. 118493W)

Date: 30/08/2012 (VIJAY M. PARIKH)

Partner

Membership No 031773


Mar 31, 2010

1. We have audited the attached Balance Sheet of BARODA EXTRUSION LIMITED as at 31st March 2010, and also the Profit and Loss Account of the Company for the year ended on that date and the Cash Flow statement for the year ended that date both annexed thereto. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and 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.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Department of Company Affairs Government of India in terms of Section 227 (4A) of the Companies Act 1956, and on the basis of the information and explanation given to us in the normal course of audit and to the best of our knowledge and belief, we enclosed 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 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 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, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, and to the best of our information, Balance Sheet, Profit and Loss Account and cash flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 to the extent applicable.

e) On the basis of written representation received from the Directors as on 31st

March 2010, and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2010 from being appointed as a director under Clause (g) of Subsection (1) of section 274 of the companies Act, 1956.

Subject to the forgoing, 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 notes thereon give the information required by the Companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India.

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

b) In so far as it relates to the Profit and Loss Account, of the profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Baroda Extrusion Ltd as at 31st March 2010)

1. a) The Company has generally maintained records showing broadly the particulars of its fixed assets. The fixed assets register is in the process of being updated.

b) The management during the year has not physically verified the fixed assets, Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year, so as to effect its going concern status.

2. a) As explained to us, the inventories have been physically verified by the management at the year end. In our opinion, the frequency of such verification should be undertaken at reasonable intervals.

b) As per the information given to us, the procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

However, the same needs to be further strengthened and verification should be undertaken at reasonable intervals.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is generally maintaining records of inventory. The discrepancies between the physical stock and book records were not material.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured and unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly, Clause 4(III) b to d are not applicable.

4. According to the information and explanations given to us, the existing internal control procedures are Inadequate 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 the goods. In view of this, we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

5. According to the information and explanation given to us, we are of the opinion that the particulars of the contracts or arrangement referred to in Section 301 of the Companies Act 1956 have not been entered in to the register required to be maintained under that section. We are also informed that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market price at the relevent time.

6. The Company has not complied with the provisions of Sections 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.

7. The Company has appointed an outside agency for internal audit of books of accounts and other related areas of the Company during the year under review.

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us and on the basis of our examination of books of account, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax (Tax Deducted at Source, Self Assessment Tax and Advance Tax), Sales Tax, VAT and other statuary dues applicable to it.

b) According to the information and explanations given to us, there are undisputed amounts in respect of Income Tax (Self Assessment Tax) for the assessment year 2009-10 amounting to Rs. 38.35 Lacs which were outstanding, as at 31st March, 2010 for more than six months from the date they became payable.

According to the books of accounts and records of the company as produced and examined by us, there are no dues of Income Tax, Wealth-Tax, Sales Tax, Custom Duty and Excise Duty / Cess which have not been deposited on account of any dispute except Income Tax of Rs. 38.35 Lacs as mentioned above.

10. The Company has not incurred any cash loss during the financial year covered by the Audit and also the immediately preceding financial year.

11. According to the information and explanation given to us the Company has not defaulted in repayment of dues to financial institution, Banks as at Balance Sheet date.

12. As informed to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

14. In our opinion, the Company is not in the business of dealing in or trading in shares / securities / debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

15. The Company has not given any guarantee during the year for loans taken by any company.

16. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

17. According to the information and explanation given to us and on 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. No long-term funds have been used to finance short-term assets except permanent working capital.

18. The Company has not made preferential allotment of shares to parties and Companies covered in the registered maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year.

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

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

Place : Vadodara FOR PARIKH SHAH CHOTALIA & ASSOCIATES

CHARTERED ACCOUNTANTS

Date : 01/09/ 2010

Sd/-

(VIJAY M. PARIKH)

Partner


Mar 31, 2009

1. We have audited the attached Balance Sheet of BARODA EXTRUSION LIMITED as at 31st March 2009, and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and the Cash Flow statement for the year ended that date. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and 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.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended by Companies (Auditors Report) (Amendment) Order, 2004 (together the Order) issued by the Department of Company Affairs Government of India in terms of Section 227 (4A) of the Companies Act 1956, and on the basis of the information and explanation given to us in the normal course of audit and to the best of our knowledge and belief, we enclosed 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 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 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, Profit and Loss Account and Cash Flow statement dealt with by this report are in agreement with the books of account;

d) In our opinion, and to the best of our information, Balance Sheet, Profit and Loss Account and cash flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act 1956 to the extent applicable.

e) On the basis of written representation received from the Directors as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2009 from being appointed as a director under Clause (g) of Subsection (1) of section 274 of the companies Act, 1956.

f) Attention is invited to the following

Non-compliance of AS-15 with regard to Accounting of Retirement Benefits, except Provident Fund. The exact amount in respect of these benefits is not provided in the accounts as no accrual valuation in respect of these benefits is made by the Company.

Non-compliance of AS-22 with regard to Accounting of Deferred Tax Liability.

Subject to the forgoing, 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 notes thereon give the information required by the Companies Act, 1956, in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009,

b) In so far as it relates to the Profit and Loss Account, of the profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 2 of our Report of even date on the accounts of Baroda Extrusion Ltd as at 31st March 2009)

1. a) The Company has generally maintained records showing broadly the particulars of its fixed assets. The fixed assets register is in the process of being updated.

b) The management during the year has not physically verified the fixed assets, Under the circumstances discrepancies, if any, in the fixed assets have not been ascertained.

c) According to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year, so as to effect its going concern status.

2. a) As explained to us, the inventories have been physically verified by the management at the year end. In our opinion, the frequency of such verification should be undertaken at reasonable intervals.

b) As per the information given to us, the procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business. However, the same needs to be further strengthened and verification should be undertaken at reasonable intervals.

c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is generally maintaining records of inventory. The discrepancies between the physical stock and book records were not material.

3. According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured and unsecured, to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly, Clause 4(lll) b to d are not applicable.

4. According to the information and explanations given to us, the company does not have 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 the goods. However in view of this we are unable to express our opinion with regard to existence of any major weakness in the internal control procedures.

5. According to the information and explanation given to us, we are of the opinion that the particulars of the contracts or arrangement referred to in Section 301 of the Companies Act 1956 have not been entered in to the register required to be maintained under that section. We are also informed that the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market price at the relevent time.

6. The Company has not complied with the provisions of Sections 58A of the Companies Act 1956 and the Companies (Acceptance of Deposits) Rules 1975.

7. The Company does not have internal audit system commensurate with the size and nature of its business. The same needs to be implemented.

8. We have been informed that the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax (Tax Deducted at Source), Sales Tax, VAT and other statuary dues applicable to it.

b) According to the information and explanations given to us, there are no undisputed amounts which were outstanding, as at 31st March, 2009 for more then six months from the date they became payable in respect of sales tax and other statutory dues.

According to the books of accounts and records of the company as produced and examined by us, there are no dues of Income Tax,. Wealth-Tax, Sales Tax, Custom Duty and Excise Duty / Cess which have not been deposited on account of any dispute.

10. The Company has not incurred any cash loss during the financial year covered by the Audit and also the immediately preceding financial year. The accumulated loss at the end of the Financial Year is more then fifty percent of paid up capital and reserves of the company as at 31st March 2009.

11. According to the information and explanation given to us the Company has not defaulted in repayment of dues to Banks as at Balance Sheet date.

12. As informed to us the Company has not granted any loans or advances on the basis of security by way of pledge of shares and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

14. In our opinion, the Company is not in the business of dealing in or trading in shares / securities / debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

15. The Company has given guarantee on behalf of M/s. Pravin Tubes Ltd. for loans taken by the said company from Gujarat State Financial Corporation, As informed to us the terms and conditions of such guarantee are not prejudicial to the interest of the company.

16. The Company has not obtained any term loans from any bank or financial institutions during the year under review.

17. According to the information and explanation given to us and on 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. No long-term funds have been used to finance short-term assets except permanent working capital,

18. The Company has made preferetial allotment of shares to parties and Companies covered in the registered maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debenture during the year.

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

21. According to information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our Audit.

Place : Vadodara FOR PARIKH SHAH CHOTALIA & ASSOCIATES CHARTERED ACCOUNTANTS Date : 01/09/2009

Sd/-

(VIJAY M. PARIKH)

Partner

 
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