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Auditor Report of Borosil Glass Works Ltd.

Mar 31, 2016

BOROSIL GLASS WORKS LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Borosil Glass Works Limited (“the Company”), which comprise the Balance sheet as at 31st March, 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles Generally Accepted in India (Indian GAAPs), including Accounting Standards prescribed under Section 133 of the Act, as applicable.

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 were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016 and its profit and its 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 2016 (“the Order”), issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the “ Annexure A” hereto, a statement on the matters specified in the paragraphs 3 and 4 of the Order, to the extent applicable.

2. 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 purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act, as applicable.

e. On the basis of the written representations received from the directors as on 31st March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note No. 28 to the standalone financial statements;

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts, which required to be transferred, to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements” of our report of even date to the members of Borosil Glass Works Limited on the accounts for the year ended 31st March, 2016)

i. In respect of its fixed assets:

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

b. As explained to us, all the fixed assets have been physically verified by the management. No material discrepancies were noticed on such verification as compared with the available records.

c. According to the information and explanation provided to us and the records examined by us and based on the examination of the registered sale deed/conveyance deed, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:-

Particulars

Gross Block as at 31st March 2016 ('' In lacs)

Net Block as at 31st March 2016 (Rs, In lacs)

Remarks

Freehold land at Mumbai

0.12

0.12

The title deeds are in the names of erstwhile Company that merged with the Company under Section 391 to 394 of the Companies Act, 1956 pursuant to Schemes of Amalgamation and Arrangement as approved by the Honorable High Court.

Building (Office Gala) at Mumbai

8.85

4.80

Share certificates are in the name of the Company.

In respect of immovable properties of land that have been taken on lease, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

ii. As explained to us, inventories have been physically verified during the year by the management except for inventories in transit and in our opinion the frequency of verification is reasonable. Discrepancies noticed on physical verification of the inventories between the physical inventories and book records were not material, having regard to the size of the operations of the Company and the same have been properly dealt with.

iii. In respect of loans, secured or unsecured, granted by the company to companies, firms, Limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. According to the information and explanation given to us:

a. The company has granted secured /unsecured loans to such Companies, and in our opinion, the rate of interest and other terms and conditions on which the loans had been granted were not, prima facie, prejudicial to the interest of the Company.

b. Except in one case where the repayment terms are not stipulated and loan is convertible at option and in other case, repayment of principal amount and payment of interest was stipulated and recovery of which is regular to the extent applicable.

c. The loans given were not due for repayment; therefore the question of overdue amounts does not arise.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 185 & 186 of the Act as applicable, in respect of grant of loans, making investments and providing guarantees and securities.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. Therefore, the provisions of paragraph 3 (v) of the Order are not applicable to the Company.

vi. According to the information and explanations given to us, Central Government has not prescribed maintenance of cost records under sub-Section (1) of Section 148 of the Act in respect of activities carried on by the Company. Therefore, the provisions of paragraph 3 (vi) of the Order are not applicable to the Company.

vii. According to the information and explanations given to us, in respect of statutory dues:

a. The company has been generally regular in depositing undisputed statutory dues, including provident fund, employees'' state insurance, income tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2016 for a period of more than six months from the date they became payable.

b. Details of dues of Income tax and sales tax /Value added tax aggregating to Rs, 36.74 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Name of the Statute

Nature of the Dues

Amount (Rs, in Lacs)

Period to which the amount relates

Forum where dispute is pending

Income-tax Act,1961

Income Tax

1.35

AY 2004-05

Assessing Officer

Sales Tax Act

Sales Tax

6.52

1997-98

Tribunal

28.34*

2002-03 to 2005-06

Joint Commissioner - Taxes Appeal

0.53

2000-01 and 2002-03

Asst. Commissioner Sales Tax

Total

36.74

(*) Net of amount deposited under protest.

viii. Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. During the year, the Company did not have any loans from financial institutions or by way of debentures.

ix. According to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and no term loan was raised during the year. Therefore, the provisions of paragraph 3 (ix) of the order are not applicable to the Company.

x. Based on our audit procedures performed for the purpose of reporting the true and fair view of the financial statements and on the basis of information and explanations given by the management, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations give to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with schedule V of the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Therefore, the provisions of paragraph 3 (xii) of the Order are not applicable to the Company.

xiii. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Accounting Standards.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, the provisions of paragraph 3 (xv) of the Order are not applicable to the Company.

xvi. In our opinion and according to information and explanations provided to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”)

We have audited the internal financial controls over financial reporting of Borosil Glass Works Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note

For Chaturvedi & Shah

Chartered Accountants

Firm Reg. No. 101720W

Place: Mumbai

Dated: 30th May, 2016

R. Koria

Partner

Membership No:-035629


Mar 31, 2015

We have audited the accompanying Standalone Financial Statements of BOROSIL GLASS WORKS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 Standalone Financial Statements are free from material misstatement.

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2015 ("the said Order"), issued by the Central Government of India, in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure hereto, a statement on the matters specified in the paragraphs 3 and 4 of the said Order.

2. 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 purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note 29 to the Standalone Financial Statements.

ii. The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO INDEPENDENT AUDITOR’S REPORT

(Annexure referred to in paragraph 1 under the heading of "report on other Legal and Regulatory Requirements" of our report of even date to the members of Borosil Glass Works Limited on the Standalone Financial Statements for the year ended 31st March, 2015)

i. In respect to Fixed assets:

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

b. As explained to us, all the fixed assets have been physically verified by the management in accordance with the 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 as compared with the available records.

ii. In respect of its inventories:

a. Inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

iii. The Company has granted unsecured loans to two Companies covered in the register maintained under section 189 of the Act. Maximum amount outstanding at any time during the year was Rs. 2,814.53 lacs and year- end balance was Rs. 2,689.53 lacs.

In our opinion:-

a. the receipts of principal amount and interest wherever due are regular.

b. the loans given were not due for repayment; therefore the question of overdue amounts does not arise.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. The Company has not sold any services during the year. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

v. The Company has not accepted any deposit during the year. Only unclaimed deposits, out of the deposits matured in earlier years were outstanding as on the balance sheet date. Therefore, the provisions of clause (v) of paragraph 3 of the said Order are not applicable to the company.

vi. According to the information and explanations given to us, Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of activities carried on by the company. Therefore the provisions of clause (vi) of paragraph 3 of the said Order are not applicable to the company.

vii. In respect to Statutory dues:

a. According to the records of the company, the company has been generally regular during the year in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Value Added tax, Cess and any other statutory dues as applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2015 for a period of more than six months from the date of becoming payable.

b. The disputed statutory dues aggregating to Rs. 37.40 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. Name of the Statute Nature of Amount No. the Dues Rs. in lacs

1 Central Sales Tax Act Sales Tax 6.52 and Sales Tax Act of various states 0.66*



28.34*

0.53

2. Income Tax Act, 1961 Income tax 1.35

Grand Total 37.40



Sr. Name of the Statute Period Forum where dispute No. is pending

1 Central Sales Tax Act 1997-98 Tribunal and Sales Tax Act of various states 2010-11 Deputy Commissioner of Commercial Tax

2002-03 to Jt. Commissioner - 2005-06 Taxes Appeal

2000-01& Asst.Commissioner 2002-03 Sales Tax

2. Income Tax Act, 1961 AY 2004-05 Assessing Officer of Income tax

Grand Total

* Net of Rs. 8.84 lacs deposited under protest.

c. According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder within prescribed time.

viii. The company does not have any accumulated losses at the end of financial year. It has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

ix. Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company did not have any borrowing from financial institutions or by way of debentures.

x. The company has given guarantees for loans taken by others from banks as mentioned in note 29 to the Standalone Financial Statements. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the company.

xi. The Company has not raised term loan during the year and therefore, the provisions of clause (xi) of Paragraph 3 of the said Order are not applicable to the Company.

xii. Based upon the audit procedures performed for the purposes of reporting the true and fair view of the Standalone Financial Statements and as per the information and explanations given by the management, we report that no fraud by the Company and no material fraud on the Company has been noticed or reported during the course of our audit.

For Chaturvedi & Shah Chartered Accountants Firm Registration No. 101720W

Place : Mumbai R.Koria Date : 25th May, 2015 Partner Membership No.: 35629


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ''BOROSIL GLASS WORKS LIMITED'' ("the Company") which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''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 sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

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

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

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 Sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books;

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

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

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements" of our report of even date to the members of Borosil Glass Works Limited on the accounts for the year ended 31st March 2013)

i. In respect of its fixed assets:

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

b. As explained to us, all the fixed assets have been physically verified by the management. No material discrepancies were noticed on such verification as compared with the available records.

c. In our opinion and according to the information and explanation given 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.

ii. In respect of its inventories:

a. Inventories have been physically verified by the management during the year. In our opinion, the programme of verification is reasonable

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

c. On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

iii. 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 given loans to two companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year was Rs. 3061.20 Lacs and the year end balance was Rs. 2891.20 Lacs.

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

c. The loans given were not due for repayment at the year end. In respect of payment of interest, the parties are generally regular in payment.

d. The loans given were not due for repayment, therefore the question of overdue amounts does not arise.

e. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of sub clauses (e), (f) and (g) of clause 4(iii) of Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

v. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts and arrangements, exceeding the value of Rupees Five lakhs for each party have been made at prices, which are prima facie reasonable having regard to the prevailing market price at the relevant time except for transaction for purchase of goods for which alternative quotations are not available and hence upon which we are unable to comment.

vi. The Company has not accepted any deposits during the year. Only unclaimed deposits, out of the deposits matured in earlier years were outstanding as on the balance sheet date. In view of the above, the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

vii. In our opinion the Company has an internal audit system commensurate with the size and nature of the business.

viii. The Company is mainly engaged in the trading activities & the revenue from ancillary products is less than 2% of its total revenue, the maintenance of Cost Records under section 209(1)(d) of the Companies Act, 1956 are not applicable, in view of clarification issued by Ministry of Corporate Affairs vide its General Circular No. 67/2011 dated 30th November, 2011.

ix. In respect of statutory and other dues:

a. According to the records of the Company, the Company has been regular during the year in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues as applicable with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

b. The disputed statutory dues aggregating to Rs. 114.13 Lacs that have not been deposited on account of matters pending before appropriate authorities are as under:

Sr. No. Name of the Statute Nature of the Dues Amount Rs. in Lacs

1 Central Sales Tax Act Sales Tax 53.88* and Sales Tax Act of various states

6.77*

28.34*

1.39*

4.01*

0.48*

2 Central Excise Act, 1944 Cenvat Credit 19.26

Grand Total 114.13

Name of the Statute Period Forum where dispute is pending

Central Sales Tax Act Various year from Asst. Commissioner Sales/ 2000-01 to Commercial Tax 2012-13

1997-98 & 2003-04 Tribunal

2002-03 to 2004-05 JT. Commissioner Sales Tax (Appeal)

2006-07 to 2009-10 Dy. Commissioners Trade Tax

2006-07 to 2009-10 Dy. Commissioners Tax (Appeal)

Various year from The Commercial Tax officer 2002-03 to 2012-13

Central Excise Act 1944 2003-04 to 2005-06 Appellate Tribunal

* Net of Rs. 21.62 Lacs deposited under protest.

x. The Company does not have any accumulated losses at the end of financial year. It has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the bank. The Company did not have any borrowing from financial institutions or by way of debentures.

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

xiii. 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.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debenture & other investments. The Company has maintained proper records of the transactions and contracts in respect of shares, securities, debentures and other investments and timely entries have been made therein. The investments are held by the Company in its own name except certain investment which are made through portfolio manager and held by them in fiduciary capacity on behalf of the Company.

xv. According to the information and explanations given by the management, the Company has given guarantees for loans taken by others from banks, which according to the information and explanations given to us, are prima facie not prejudicial to the interest of the Company.

xvi. To the best of our knowledge and belief and according to the information and explanations given to us, no term loan has been raised during the year and therefore, the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

xvii. On review of utilization of fund on overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that prima facie, funds raised on short term basis have not been utilized for long term investments.

xviii During the year, the Company has not made any preferential allotment of shares to parties covered in the register maintained under Section 301 of the Companies Act, 1956.

xix. The Company has not issued any debentures during the year, therefore the provisions of clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

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

xxi. Based upon the audit procedures performed for the purposes of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH

Chartered Accountants

Firm Reg. No. - 101720W

Place : Mumbai R. Koria

Date : 9th May, 2013 Partner

Membership No. - 35629


Mar 31, 2012

1. We have audited the attached Balance Sheet of 'BOROSIL GLASS WORKS LIMITED' ("the Company"), as at 31st March, 2012, the Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 issued by Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the 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 purposes of our audit;

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

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

d. In our opinion the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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; '

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

f. In our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with the 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:

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

ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

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

(i) In respect of its fixed assets:

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

(b) As explained to us, all the fixed assets have been physically verified by the management. No material discrepancies were noticed on such verification as compared with the available records.

(c) In our opinion and according to the information and explanation given to us, the Company has not disposed off a substantial part of its fixed assets during the year and going concern status of the Company is not affected.

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion, the programme of verification is reasonable.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured / 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 loans to two Companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs 10714.95 Lacs and year-end balance is Rs 2,285.90 Lacs.

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

(c) As per the terms of loans, neither the interest nor the principal are due for recovery.

(d) The loans given were not due for repayment; therefore the question of overdue amount does not arise.

(e) The Company has not taken any loans during the year from companies, firm, or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of sub-clauses (e), (f), (g) of clause 4 (iii) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts and arrangements exceeding value of Rupees Five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for transactions for purchase and sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which we are unable to comment.

(vi) The Company has not accepted any deposits from the public during the year. Only unclaimed deposits, out of the deposits matured in earlier years are outstanding as on the balance sheet date. In view of the above, the provisions of clause 4 (vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Company is mainly engeged in the trading activities & the revenue from ancillary products is less than 2% of its total revenue, the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 are not applicable, in view of clarification issued by Ministry of Corporate Affairs wide its General circular No. 67/2011 dated 30th Nov, 2011.

(ix) In respect of statutory and other dues:

(a) According to the records of the Company, the Company has generally been regular during the year in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax and Cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

The disputed statutory dues aggregating to Rs 147.81 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:-

Sr. No. Name of the Statute Nature of the Dues Amount Period Forum where dispute is pending in Lacs

1 Central Sales Tax Sales Tax 0.34 1995-96 Asst. Commis sioner Act and Sales Tax Sales Tax

Act of various states 2.61* 1999-00 to

2002-03 6.71 2005-06 to 2006-07

48.31 2009-10

6.52 1997-98 Tribunal 0.74 2003-04

0.04 2001-02 Superin tendent of Taxes

28.34* 2002-03 to JT. Commis sioner Sales Tax 2004-05 (Appeal)

14.97 2005-06 JT. Commis sioner Sales Tax (Appeal)

9.58* 2002-03 Addl. Commis sioner Commer cial Tax

2.92* 2002-03 & Dy. Commis sioner Trade

7.47* 2006-07 to Tax 2008-09

2 Central Excise Act, Cenvat Credit 19.26 2003-04 to Appellate Tribunal 1944 2005-06

Grand Total 147.81

(*) Net of amount Rs13.06 Lacs deposited under protest.

(x) The Company does not have accumulated losses at the end of the financial year. It has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, during the year, the Company did not have any loans from banks, financial institutions or by way of debentures. Hence the question of default in repayment of dues does not arise.

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

(xiii) 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.

(xiv) In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts of dealing or trading in shares, securities, debentures and other investment and timely entries have been made therein. The investments are held by the Company in its own name except certain investments which are made through portfolio manager and held by them in a fiduciary capacity on behalf of the Company.

(xv) The Company has given guarantees for loans taken by others from banks. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, no term loan has been raised during the year & hence, the provisions of clause 4 (xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xvii) On review of utilization of funds based on an overall examination of the Balance Sheet of the Company as at 31st March, 2012, we report that prima facie, funds raised on short-term basis have not been utilized for long term investment.

(xviii) During the year, the Company has not made preferential allotment of shares to the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any Debentures during the year.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For CHATURVEDI & SHAH

Chartered Accountants

(Registration Number - 101720W)

R. KORIA

Place: Mumbai Partner

Date: 24th May, 2012 Membership No. 35629


Mar 31, 2011

1. We have audited the attached Balance Sheet of BOROSIL GLASS WORKS LIMITED ("the Company"), as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the 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 purposes of our audit;

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

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

d. In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement 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;

e. On the basis of the written representations received from the Directors as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the 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:

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

ii) in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) As explained to us, the fixed assets have been physically verified by the management in accordance with a programme of verification, which in our opinion is reasonable, considering the size of the Company and nature of its assets. No material discrepancies were noticed on such verification as compared with the available records.

(c) As per the information and explanation given to us, during the year, the Company has disposed off substantial part of its fixed assets; however this has not affected the going concern status of the Company.

(ii) In respect of its inventories:

(a) Inventories have been physically verified during the year by the management. In our opinion the programme of verification is reasonable.

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

(c) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, no material discrepancies were noticed on physical verification of the inventories, as compared to book records maintained.

(iii) In respect of loans, secured / 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 loan to two Companies covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.6,705 Lacs and year-end balance is Rs.6,705 Lacs.

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

(c) As per the terms of loans, neither the interest nor the principal are due for recovery.

(d) The loans given were not due for repayment; therefore the question of overdue amounts does not arise.

(e) The Company has taken loan from one party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.103 Lacs and year-end balance is Rs. NIL.

(f) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions of the loan taken by the Company was not prima facie prejudicial to the interest of the Company.

(g) The Company has fully repaid the principal and interest amount and no amount was outstanding as on 31st March, 2011.

(iv) In our opinion and according to the information and explanations given to us there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

(v) In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made during the year in pursuance of such contracts and arrangements exceeding value of Rupees five lakhs for each party, have been made at prices which are prima facie reasonable having regard to the prevailing market price at the relevant time, except for transactions for purchase and sale of goods and materials of specific nature for which alternative quotations are not available and hence upon which we are unable to comment.

(vi) The Company has not accepted any deposits from the public during the year. Only unclaimed deposits, out of the deposits matured in earlier years are outstanding as on the balance sheet date. In view of the above, the provisions of clause (vi) of paragraph 4 of the said Order are not applicable to the Company.

(vii) In our opinion the Company has an internal Audit system commensurate with the size and nature of its business.

(viii) We are informed by the management that Central Government has not prescribed the maintenance of Cost Records under Section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company.

(ix) In respect of statutory and other dues:

(a) According to the records of the Company, the Company has generally been regular during the year in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, custom duty, excise duty, service tax and cess and other material statutory dues, as applicable, with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

There were no dues on account of Cess under Section 441A of the Companies Act, 1956, since the date from which the aforesaid section comes into force has not yet been notified by the Central Government.

(b) The disputed statutory dues aggregating to Rs.138 lacs that have not been deposited on account of matters pending before appropriate authorities are as under:-

Sr. No. Name of the Statute Nature of the Dues Amount Period Forum where dispute is pending in Rs. Lacs

1 Central Sales Tax Sales Tax 0 (Rs.34,000) 1995-96 Asst. Commissioner Sales Tax Act and Sales Tax 3 1999-00 to Act of various states 2002-03

7 1997-98 Tribunal

1* 2003-04

0 (Rs.4,000) 2001-02 Superintendent of Taxes

28* 2002-03 JT. Commissioner to 2004-05 Sales Tax (Appeal)

20* 2004-05 West Bengal Appellate

& 2005-06 & Revisional Board

10* 2002-03 Addl. Commissioner Commercial Tax

3* 2002-03 & Dy. Commissioners Trade Tax

7* 2006-07 to 2007-08

2 Central Excise Act, Cenvat and 40 2004-05 Jt. Commissioner Service Tax 1944 Service Tax

19 2003-04 to Appellate Tribunal 2005-06

Grand Total 138

(*) Net of amount Rs.13 Lacs deposited under protest.

(x) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the current financial year; however, it had incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions. The company has no outstanding loans as on 31st March, 2011.

(xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) 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.

(xiv) In our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein in respect of dealing in shares. The investments are held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from bank. According to the information and explanation given to us, we are of the opinion that the terms & conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, no term loan has been raised during the year & hence, the provisions of clause 4 (xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xvii) On the basis of review of utilization of funds, which is based on overall examination of the Balance Sheet of the Company as at 31st March, 2011, related information as made available to us and as represented to us by the management, we are of the opinion that the funds raised on short term basis have not, prima facie, been utilized for long term investments.

(xviii) During the year, the Company has not made preferential allotment of shares to the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company has not issued any Debentures during the year.

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

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.





For CHATURVEDI & SHAH

Chartered Accountants

(Registration Number - 101720W)

R. KORIA

Place: Mumbai Partner

Date: 27th May, 2011 Membership No. 35629

 
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