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Auditor Report of Bhageria Industries Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of BHAGERIA DYE CHEM LIMITED which comprise the Balance Sheet as at March 31st, 2014, and the Statement of Profit and Loss Account for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to explanation given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

(a) In case of Balance sheet, of the state of affairs of the company as at March 31, 2014;

(b) In case statement of Profit & Loss , of the profit for the year ended 31st March 2014.

(c) In case of 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 (as Amended) issued by the Central Government 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 according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

a. We have obtained all the information and explanation, 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 the law have been kept by the company so far as it appears from our examination of the books.

c. The balance sheet and 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, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. ; and

e. On the basis of written representation 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 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 AUDITORS'' REPORT

(Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date)

1. Fixed Assets:

a. The Company has maintained computerized records showing particulars including quantitative details & situation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year, which has bearing on the going concern assumption.

2. Inventories:

a. The management, during the year under review, has conducted physical verification of inventory at reasonable intervals except materials lying with third parties, where confirmations are obtained. The frequency of such verification is reasonable in relation to the size of the company, nature of its business and nature of inventory.

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

c. The Company is maintaining proper records of inventory as required in the normal course of business. There was no material discrepancies noticed on physical verification as compared to book records.

3. Loans & Advances parties covered in the register maintained under section 301 of the companies Act, 1956:

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; and hence clause (b) ,(c) and (d) are not applicable.

b. The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(III) (f) to (g) of the said order is not applicable.

4. In respect of internal control:

a. In our opinion and according to the information and explanations given to us, there is adequate 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 for sale of goods and services. We have not noted any continuing failure to correct major weaknesses in the internal controls.

5. In respect of transaction covered under Section 301 of the companies Act, 1956:

a. In our opinion, according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

6. In our opinion & according to the information and explanations given to us, the company has not accepted deposits from public under the provision of section 58A and 58AA or any other relevant provision of the Act.

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

8. The Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business and the company has compiled with its requirements.

9. In respect of Statutory Dues:

a. According to the records of the company, undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2014, for a period of more than six months from the date of becoming payable.

b. There are no disputed statutory dues of Incomes tax/service tax/Custom duty/wealth tax/excise duty/Cess.

c. Details of dues of Sale Tax have not been deposited as on March 31,2014 on account of disputes are given below.

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

Central Sales Tax Sales Tax /VAT 29.03 2008-09 & 2009-10

Act,1956 and Sales Tax Actsof Various States

10. The company has no accumulated losses as at 31.03.2014 and it has not incurred any cash losses in the financial year ended on that date.

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

12. In our opinion and according to the information and explanations given to us, no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a Chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause 4(Xiii) of the Companies order 2003 is not applicable to the company.

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

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

16. In our opinion and according to the information and explanations given to us, there is no new term loan taken by the company during the year.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, we report that short term funds have not been utilized for long term investments.

18. During the year, the company has not made any preferential allotment to parties and companies covered in the register maintained under Section 301 of the companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company did not raise money through public issues during the year under review.

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

For SARDA & PAREEK

Chartered Accountants

FRN 109262W

Gaurav Sarda

Partner

Membership No: 110208

Place: Mumbai

Date: May 10, 2014.


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BHAGERIA DYE CHEM LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss Account and Cash flow statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to explanation given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India:

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

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

(c) In 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 (as Amended) issued by the Central Government 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 according to the information and explanation given to us during the course of audit, we set out in the Annexure, a statement on the matters specified in paragraph 4 & 5 of the order.

2. As required by section 227(3) of the Companies Act, 1956, we report that:

(a) We have obtained all the information and explanation, 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 the law have been kept by the company so far as it appears from our examination of the books.

(c) In our opinion, the balance sheet &Statement of Profit & Loss dealt with by the report complies with the Accounting Standards issued by the Institute of Chartered Accountants of India, referred to in Section 211 (3C) of the Companies Act, 1956.

(d) The balance sheet and Statement of Profit &Loss account dealt with by this Report are in agreement with the books of accounts.

(e) On the basis of written representation 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 AUDITORS'' REPORT

(Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date)

1. Fixed Assets:

a. The Company has maintained computerized records of Fixed Assets, giving details & situation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year, which has bearing on the going concern assumption.

2. Inventories:

a. The management, during the year under review, has conducted physical verification of inventory at reasonable intervals except materials lying with third parties, where confirmations are obtained. The frequency of such verification is reasonable in relation to the size of the company, nature of its business and nature of inventory.

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

c. The Company is maintaining proper records of inventory as required in the normal course of business. There was no material discrepancies noticed on physical verification as compared to book records.

3. Loans&Advancespartiescoveredintheregistermaintainedundersection301 of the companies Act, 1956:

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; and hence clause (b) ,(c) and (d) are not applicable.

b. The Company has not taken any unsecuredloan frompartiescovered in the register maintained under section 301 of the Companies Act, 1956 & Accordingly clause 4(iii) (e) to (g) of the said order is not applicable.

4. In respect of internal control:

In our opinion and according to the information and explanations given to us, there is adequate 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 for sale of goods and services. We have not noted any continuing failure to correct major weaknesses in the internal controls.

5. In respect of transaction covered under Section 301 of the companies Act, 1956:

In our opinion, according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

6. In our opinion & according to the information and explanations given to us, the company has not accepted deposits from public under the provision of section 58Aand 58AAor any other relevant provision of the Act.

7. In our opinion, the company has an in - house internal audit division which is commensurate with the size & nature of Business.

8. The Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business and the company has complied with its requirement.

9. In respect of Statutory Dues:

a. According to the records of the company, undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us,no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013, for a period of more than six months from the date of becoming payable.

b. There are no disputed statutory dues of Income tax/ sales tax/ service tax/ Custom duty/ wealth tax/ Excise Duty/ Cess.

10. The company has no accumulated losses as at 31.03.2013 andit has not incurred any cash losses in the financial year ended on that date.

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

12. In our opinion and according to the information and explanations given to us, no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a Chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause 4(Xiii) of the Companies order 2003 is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us there is no term loan taken by the company during the year.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, we report that short term funds have not been utilized for long term investments.

18. During the year, the company has not made any preferential allotmentto parties and companies covered in the register maintained under Section 301 of the companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company did not raise money through public issues during the year under review.

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

For SARDA & PAREEK

CHARTERED ACCOUNTANTS

FRN No. 109262 W

GAURAVSARDA

Partner

Membership No. 110208

PLACE: MUMBAI

DATE: May 17,2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of BHAGERIA DYE-CHEM LIMITED, (the "Company") as at 31st March 2012, Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed thereto, (hereinafter collectively referred to as "financial statements").These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 involves examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books as required by law have been kept by the company so far as appears from our examination of those books;

(iii) the financial statements dealt with by this report are in agreement with the books of account;

(iv) in our opinion, Financial Statements dealt with by this report, comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, 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 Act;

(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 notes thereon, give the information required by the Act. in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in case of the Profit and Loss Account, of the "Loss" of the company for the year ended on that date; and

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

1. In respect of fixed assets:

a. The Company has maintained computerized records showing particulars including quantitative details & situation of fixed assets.

b. As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year, which has bearing on the going concern assumption.

2. In respect of its inventories:

a. The management, during the year under review, has conducted physical verification of inventory at reasonable intervals except materials lying with third parties, where confirmations are obtained. The frequency of such verification is reasonable in relation to the size of the company, nature of its business and nature of inventory.

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

c. The Company is maintaining proper records of inventory as required in the normal course of business. There was no material discrepancies noticed on physical verification as compared to book records.

3. In respect of 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 not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act; and hence clause (b) ,(c) and (d) are not applicable.

b. The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(III) (f) to (g) of the said order is not applicable.

4. In respect of internal control:

a. In our opinion and according to the information and explanations given to us, there is adequate 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 for sale of goods and services. We have not noted any continuing failure to correct major weaknesses in the internal controls.

5. In respect of transaction covered under Section 301 of the companies Act, 1956:

a. In our opinion, according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

b. In our opinion, according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 to the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at price which are reasonable having regards to prevailing market price at the relevant time.

6. In our opinion & according to the information and explanations given to us, the company has not accepted deposits from public under the provision of section 58A and 58AA or any other relevant provision of the Act.

7. In our opinion, the company has in-house internal audit system commensurate with its size and nature of business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business.

9. In respect of Statutory Dues:

a. According to the records of the company, undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at. 31st March 2012, for a period of more than six months from the date of becoming payable.

b. The Company has no disputed statutory dues Pending with any Authority.

10. There are no accumulated losses of the Company at the end of the financial year.

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

12. In our opinion and according to the information and explanations given to us, no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a Chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause 4(Xiii) of the Companies order 2003 is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion and according to 'the information and explanations given to us, the company has taken fresh term loan for the vehicles. However the term loan taken in the current and previous years has been applied for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, we report that short term funds have not been utilized for long term investments.

18. During the year, the company had preferential allotted 45.00 Lacs shares out of which 14.14 Lacs shares were allotted to parties and companies covered in the register maintained under Section 301 of the companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company did not raise money through public issues during the year under review.

21. According to the information and explanations given to us & to the best of our knowledge or belief, no fraud on or by the Company has been noticed or reported during the course of our audit

For SARDA & PAREEK.

CHARTERED ACCOUNTANTS

FRNo. 109262 W

GAURAV SARDA

Partner

Membership No. 110208

PLACE : MUMBAI

DATE : May 26, 2012.


Mar 31, 2011

1. We have audited the attached Balance Sheet of BHAGERIA DYE-CHEM LIMITED, (the "Company") as at 31st March 2011, Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed thereto, (hereinafter collectively referred to as "financial statements").These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 involves examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books as required by law have been kept by the company so far as appears from our examination of those books;

(iii) the financial statements dealt with by this report are in agreement with the books of account;

(iv) in our opinion, Financial Statements dealt with by this report, comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, we report that none of the directors is disqualified as on 31st March 2011, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(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 notes thereon, give the information required by the Act, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in case of the Profit and Loss Account, of the Profit of the company for the year ended on that date; and

(c) in 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)

1. In respect of fixed assets:

a. The Company has maintained computerized records showing particulars including quantitative details & situation of fixed assets; however the same is not updated.

b. As explained to us, the fixed assets have been physically verified by the management during the year in accordance with a program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year, which has bearing on the going concern assumption.

2. In respect of its inventories:

a. The management, during the year under review, has conducted physical verification of inventory at reasonable intervals except materials lying with third parties, where confirmations are obtained. The frequency of such verification is reasonable in relation to the size of the company, nature of its business and nature of inventory.

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

c. The Company is maintaining proper records of inventory as required in the normal course of business. There was no material discrepancies noticed on physical verification as compared to book records.

3. In respect of 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 not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act; and hence clause (b) ,(c) and (d) are not applicable.

b. The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(lll) (f) to (g) of the said order is not applicable.

4. In respect of internal control:

a. In our opinion and according to the information and explanations given to us, there is adequate 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 for sale of goods and services. We have not noted any continuing failure to correct major weaknesses in the internal controls.

5. In respect of transaction covered under Section 301 of the companies Act, 1956:

a. In our opinion, according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

b. In our opinion, according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at price which are reasonable having regards to prevailing market price at the relevant time.

6. In our opinion & according to the information and explanations given to us, the company has not accepted deposits from public under the provision of section 58A and 58AA or any other relevant provision of the Act.

7. In our opinion, the company has in-house internal audit system commensurate with its size and nature of business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business.

9. In respect of Statutory Dues:

a. According to the records of the company, undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2011, for a period of more than six months from the date of becoming payable.

b. The Disputed statutory Dues aggregating to Rs.18.92 Lacs, that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. No Name of Statue Nature of Dues Forum where dispute Pending Amount (IN Lacs)

1. Income Tax Interest on Income Tax Income Tax 18.9?

10. There are no accumulated losses of the Company at the end of the financial year.

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

12. In our opinion and according to the information and explanations given to us, no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a Chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause 4(Xiii) of the Companies order 2003 is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations given to us, no new term loan has been taken by the company during the year. However the term loan taken in the previous years has been applied for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, we report that short term funds have not been utilized for long term investments.

18. During the year, the company has received an application money of Rs. 787.50 Lacs, however no preferential allotment of shares was done to parties and companies covered in the register maintained under Section 301 of the companies Act, 1956.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company did not raise money through public issues during the year under review.

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

For SARDA & PAREEK.

Chartered Accountants

FRNo. 109262 W

GAURAV SARDA

Partner

Membership No. 110208

PLACE : MUMBAI

DATE : May 21st, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of BHAGERIA DYE-CHEM LIMITED, (the "Company") as at 31st March 2010, Profit & Loss Account and the Cash Flow statement for the year ended on that date annexed thereto, (hereinafter collectively referred to as "financial statements").These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have 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 involves examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order 2003 (the "order") as amended .issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (The "Act") ,we enclose in the annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

(i) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) in our opinion, proper books as required by law have been kept by the company so far as appears from our examination of those books;

(iii) the financial statements dealt with by this report are in agreement with the books of account;

(iv) in our opinion, Financial Statements dealt with by this report, comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) on the basis of written representations received from the directors, we report that none of the directors are disqualified as on 31st March 2010, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(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 notes thereon, give the information required by the Act, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in case of the Profit and Loss Account, of the Profit of the company for the year ended on that date; and

(c) In 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)

1. In respect of fixed assets:

a. The Company has maintained computerized records showing particulars including quantitative details & situation of fixed assets; however the same is not updated.

b. As explained to.us, the fixed assets have been physically verified by the management during the year in accordance with a program of verification, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. In our opinion, the company has not disposed off substantial part of fixed assets during the year, which has bearing on the going concern assumption.

2. In respect of its inventories:

a. The management, during the year under review, has conducted physical verification of inventory at reasonable intervals except materials lying with third parties, where confirmations are obtained. The frequency of such verification is reasonable in relation to the size of the company, nature of its business and nature of inventory.

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

c. The Company is maintaining proper records of inventory as required in the normal course of business. There was no material discrepancies noticed on physical verification as compared to book records.

3. In respect of 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 not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Act; and hence clause (b) ,(c) and (d) are not applicable.

b. The Company has not taken any loans secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clause 4(lll) (f) to (g) of the said order is not applicable.

4. In respect of internal control:

a. In ouropinion and according to the information and explanations given to us, there is adequate 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 for sale of goods and services. We have nof noted any continuing failure to correct major weaknesses in the internal controls.

5. In respect of transaction covered under Section 301 of the companies Act, 1956:

a. In our opinion, according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into the register maintained under Section 301 of the Companies Act 1956 have been so entered.

b. In our opinion, according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered into the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5 lacs in respect of any party during the year have been made at price which are reasonable having regards to prevailing market price at the relevant time.

6. In our opinion & according to the information and explanations given to us, the company has not accepted deposits from public under the provision of section 58A and 58AA or any other relevant provision of the Act.

7. In our opinion, the company has in-house internal audit system commensurate with its size and nature of business.

8. The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the nature of industry in which the Company is doing business.

9. In respect of Statutory Dues:

a. According to the records of the company, undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service fax, Custom Duty, Cess and any other statutory dues have been generally regularly deposited with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2010, for a period of more than six months from the date of becoming payable.

b. The Disputed statutory Dues aggregating to Rs.91.86 lacs.out of which Rs.53.79 lacs have been deposited on account of matters pending before appropriate authorities are as under:



Sr. No. Name Nature of Dues Forum where of Statue dispute Pending Amount (IN Lacs)

1. Income Tax Interest on Income Tax Income Tax 18.92

2. Income Tax Assessment Dues Income Tax Appellate Tribunal 73.04



10. There are no accumulated losses of the Company at the end of the financial year.

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

12. In our opinion and according to the information and explanations given to us, no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, the company is not a Chit fund or a nidhi/ mutual benefit fund/society. Therefore, clause 4(Xiii) of the Companies order 2003 is not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

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

16. In our opinion and according to the information and explanations gjven to us, no new term loan has been taken by the company during the year. However the term loan taken in the previous years has been applied for the purpose for which, they were obtained.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanation given to us, we report that short term funds have not been utilized for long term investments.

18. During the year, 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.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any debentures during the year under review.

20. The Company did not raise money through public issues during the year under review.

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

FOR SARDA & PAREEK.

CHARTERED ACCOUNTANTS



GAURAV SARDA

Partner

Membership No. 110208

FRN NO: 109262 W

PLACE ; MUMBAI

DATE : May 29, 2010





 
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