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Auditor Report of Bright Brothers Ltd.

Mar 31, 2016

Report For the year ended 31st March 2016

TO THE MEMBERS OF,

BRIGHT BROTHERS LIMITED

Report on the Financial statements

We have audited the accompanying financial statements of Bright Brothers 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 ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation and presentation of these 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 ("the Rules”). 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.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order under Section 143(11) of the Act.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 controls 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 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 financial statements.

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

opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2016 and its loss 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'', a statement on the matters specified in the paragraphs 3 and 4 of the 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 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 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 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"; and

(g) with respect to the other matters to be included in the Independent 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 - Refer Note 27 (Sn. 1 to 6) to the financial statements;

ii. there are no material foreseeable losses arising out of any long-term contracts for which provision is required to be made under any law or accounting standards. The Company has not entered into any long term derivative contracts; and;

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

Annexure - A to the Independent Auditor''s Report

The Annexure referred to in Independent Auditor''s Report to the members of the Company on the financial statements for the year ended 31st March 2016, we report that:

(i) In respect of Company''s fixed assets:

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

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) In respect Company''s inventories:

(a) As explained to us, the inventories other than goods in transit inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, no material discrepancies were noticed on physical verification.

(iii) In our opinion and according to information and explanations given to us, the Company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured or provided any guarantees or security to parties covered under section 185 of the Act. The Company has not granted any loans, no investments has been made, no guarantees or security are given to parties covered section 186 of the Act. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with directives issued by Reserve Bank of India and the provision of sections 73 to 75 or any other applicable provisions of the Act and the (Acceptance of Deposits) Rules, 2014 with regard to the deposits accepted from the public. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal. In our opinion and according to the explanation given to us, the Company has not accepted deposit from non-members.

(vi) We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Rules prescribed by the Central Government under sub section (1) of section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of excise, duty of customs, service tax, professional tax, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of excise, duty of customs, service tax, professional tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material statutory dues which have not been deposited with the appropriate authorities on account of any dispute, other than the following dues of duty of excise, service tax, Income tax, sales tax, value added tax and provident fund:

sr. No.

Name of the statute

Nature of dues

Financial Year to which it pertains

Forum where dispute is pending

*Amount (Rs. in lakhs)

1

Bombay Sales Tax Act, 1959 and Central Sales Tax Act, 1956

Sales tax, Interest and Penalty

1992-93, 1998-99, 2001-02.

Sales Tax Appellate Tribunal

13.75

2

Bombay Sales Tax Act, 1959 and Central Sales Tax Act, 1956

Sales tax, Interest and Penalty

1987-89, 1999-00, 2001-02, 2003-04, 2004-05.

Joint Commissioner (Appeals-Sales Tax)

91.14

3

Bombay Sales Tax Act, 1959

Sales tax, Interest and Penalty

1992-93

Deputy Commissioner (Appeals-Sales Tax)

3.52

4

Maharashtra Value Added Tax Act 2002/ and Central Sales Tax Act, 1956

VAT, Interest and Penalty

2005-06, 2006-07, 2008-09.

Joint Commissioner (Appeals-Sales Tax)

375.68

5

Maharashtra Value Added Tax Act 2002 and Central Sales Tax Act, 1956

VAT, Interest and Penalty

2005-06, 2007-08, 2009-10, 2011-12.

Deputy Commissioner (Appeals-Sales Tax)

28.15

6

The Central Excise Act, 1944

Duty and Penalty

1996-1997 to 1998-1999

CESTAT

89.78

7

Income Tax Act, 1961

Income Tax Dues

2010-11

CIT (Appeals)

19.70

8

Provident Fund Act, 1952

P.F. Dues

2010-2011,

2011-2012,

2012-2013,

Commissioner (PF)

8.66

* Note: 1. The Company has made provision of Rs. 7.41 lacs on account of disputed Statutory Liabilities.

Disputed amount is disclosed net of provision made.

2. Interest and Penalty as per the orders received.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). The term loan raised during the year has been applied for the purpose for which it was raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

(xiii) 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. The details of such related party transactions have been disclosed in the financial statements as required under Accounting standard (AS) 18, Related Party Disclosure specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

(xiv) According to the information and explanations given 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. Accordingly, paragraph 3(xiv) of the order is not applicable.

(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. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) of the order is not applicable.

Annexure - B to the Independent Auditor''s Report for the year ended 31st March 2016 on the Financial statement

(Referred to in our report of even date)

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 Bright Brothers Limited ("the Company”) as of 31st March 2016 in conjunction with our audit of the 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 controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI'') (the ''Guidance Note''). 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 Act.

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 Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with the ethical requirement 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.

The Company has an Internal control system. However, the same needs to be strengthened.

opinion

According to the information and 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 controls over financial reporting criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Desai saksena & Associates

Chartered Accountants

Firm''s Registration No.: 102358W

dr. s. N. desai

Place : Mumbai Partner

Date : 19th May, 2016 Membership No.: 32546


Mar 31, 2015

We have audited the accompanying financial statements of Bright Brothers Limited (''the Company''), which comprise the balance sheet as at 31st March, 2015, the statement of Profit and Loss and 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 Financial statements

The Company's board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (''the Act'') with respect to the preparation and presentation of these 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 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 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 financial statements.

opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss 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 order'') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order, 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 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 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; and

(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 as at March 31, 2015 on its financial position in its financial statements – refer Note 27.

ii. The Company does not have any long term contracts for which there were any material foreseeable losses. The Company has not entered into any derivative contract; and

iii. the Company do not have any outstanding amount to be transferred to the Investor Protection and education Fund.

Annexure to Independent Auditors' Report

(Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date)

i. In respect of its fixed assets:

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

(b) The Company has a program for physical verification of fixed assets in a phased manner. In our opinion, the period of verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed in respect of the assets physically verified during the year.

ii. In respect of its inventories:

(a) The management has conducted physical verification of inventory at reasonable intervals during the year.

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

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in aforesaid internal control systems.

v. In our opinion and according to the information and explanations given to us, the Company has complied with directives issued by reserve bank of India and the provision of sections 73 and any other applicable provisions of the Act and The Companies (Acceptance of Deposits) rules, 2014 with regard to the deposits accepted from the members. According to the information and explanations given to us, no order has been passed by the Company Law board or the National Company Law Tribunal or the reserve bank of India or any Court or any other Tribunal.

vi. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost records and audit) rules, 2014 prescribed by the Central Government under sub-section (1) of section 148 of the Act and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. The content of these accounts and records have not been examined by us.

vii. In respect of statutory dues :

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/accrued in the books of account in respect of 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, Professional tax and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, employees' state Insurance, Income tax, sales tax, Wealth tax, service tax, Customs duty, excise duty, Value added tax, Cess, Professional tax and other material statutory dues were in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of employees' state Insurance, Wealth tax, Customs duty, Professional tax and Cess which have not been deposited with the appropriate authorities on account of any dispute. The particulars of dues of Income tax, sales Tax,

Value Added Tax, excise Duty, Provident Fund and service tax as at March 31, 2015 which have not been deposited on account of dispute are as under:

sr.Name of the statute Nature of dues Financial Year to No. which it pertains 1 service Tax under the Disallowance 2007-08 Finance Act, 1994 of Input credit (service tax) and penalty

2 bombay sales Tax Act, sales tax, Interest 1992-93, 1998-99, 1959 and Central sales and Penalty 1999-2000, 2001-02, Tax Act, 1956 2004-05, 2003-04

3 bombay sales Tax Act, sales tax, Interest 1987-1989, 2003-04 1959 and Central sales and Penalty Tax Act, 1956

4 bombay sales Tax sales tax, Interest 1992-93 Act, 1959 and Penalty

5 Maharashtra Value sales tax, Interest 2005-06, 2006-07, Added Tax Act, 2002/ and Penalty 2008-09 and Central sales Tax Act, 1956

6 Maharashtra Value VAT, Interest and 2005-06, 2007-08, Added Tax Act, 2002 Penalty 2009-10 and Central sales Tax Act, 1956

7 Uttarakhand Value VAT, Interest and 2009-10 Added Tax, 2005 Penalty

8 The Central excise Duty and Penalty 1996-1997 to Act, 1944 1998-1999

9 Income Tax Act, 1961 Income Tax Dues 2010-11

10 Provident Fund P.F. dues 2010-2011, 2011-2012, Act, 1952 2012-2013,

Sr.Name of the Statute Forum where Amount No. dispute is pending (in lakhs)

1. Service Tax under the CesTAT 51.50 Finance Act,1994

2. Bombay Sales Tax Act, Tribunal 71.48 1959 and Central sales Tax Act,1956 (Appeals-sales Tax)

3. Bombay Sales Tax Act, Joint Commissioner 23.90 1959 and Central Sales Tax Act,1956 (Appeals-sales Tax)

4. Bombay Sales Tax Act,1959 Deputy 3.52 Commissioner (Appeals-sales Tax)

5. Maharashtra Value Joint Commissioner 375.68 Added Tax Act,2002/ (Appeals-sales Tax) and Central SAles Tax Act,1956

6. Maharashtra Value Deputy 26.96 Added Tax Act,2002 and Central sales Tax Act,1956 Commissioner (Appeals-sales Tax)

7. Uttarakhand Value Deputy 135.14 Added Tax,2005 Commissioner (Appeal)

8. The Central Excise Act,1944 CesTAT 89.78

9. Income Tax Act,1961 CIT (Appeals) 19.70

10.Provident Fund Act,1952 Commissioner (PF) 8.66

Note: The Company has made provision of Rs. 8.42 lakhs on account of disputed statutory Liabilities.

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

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank during the year. The Company does not have any borrowings from any financial institution and it has not issued any debentures.

x. In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of Clause 3(x) of the order are not applicable to the Company.

xi. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year have been applied for the purposes for which they were raised.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For desai saksena & Associates

Chartered Accountants

Firm's registration No.: 102358W

dR. s. N. desAI

Place : Mumbai Partner

Date : 26th May, 2015 Membership No.: 32546


Mar 31, 2014

We have audited the accompanying financial statements of Bright Brothers Limited ("the Company") which comprise of the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of Significant Accounting Polices 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 Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company''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 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 31st March, 2014;

(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 purpose of our audit;

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Acts read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014, 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 Auditor''s Report:

The Annexure referred to in our report to the Members of M/s. Bright Brothers Limited ("the Company") on the accounts for the year ended 31st March 2014,

We report that:

i. In respect of its fixed assets:

(a) The Company has generally 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 a phased periodical manner, 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 physical verification.

(c) The assets disposed off during the year are not substantial therefore do not affect the going concern status of the Company.

ii. In respect of its inventories:

(a) As explained to us the inventories have been physically verified at reasonable interval during the year.

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

(c) In our opinion the company has maintained proper records of inventories and no material discrepancies were noticed on physical verification of inventories as compared to the book records.

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) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured to the parties listed in the Register maintained under section 301 of the Companies Act, 1956, paragraphs (iii) (b), (c) and (d) of the order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loan secured or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

iv. In our opinion, and according to the information and explanation given to us, having regard to the explanation, except that some of the items purchased are of a special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods services. During the course of our audit, no major weakness has been notice in the internal control systems.

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, we are of the opinion that the particulars of contract or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been entered.

(b) The transaction made in pursuant of such contracts or arrangements entered in the register maintained under section 301 Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of any part during the have been made at price which are reasonable having regard to the prevailing price at the relevant time.

vi. According to the information and explanations given to us, in our opinion the Company has complied with the provisions of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order under above-mentioned sections from the Company Law Board, National Company Law Tribunal, Reserve Bank of India or any Court or any other Tribunal.

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

viii. We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that, prima facie accounts and cost records have been made and maintained. We have, however, not made a detailed examination of books of accounts and cost records with a view to determine whether they are accurate or complete.

ix. In respect of statutory dues :

(a) According to the information, explanations and records of the Company in respect of statutory and other dues, In our opinion the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' state Insurance, sales Tax, Custom Duty, Excise Duty, Cess, service Tax, Wealth Tax and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2014 for a period more than six months from the date they became payable. However, there have been marginal delays in respect of Income tax deducted at source.

(b) According to the information and explanation given to us, the following are the details of disputed statutory dues that were not deposited with the authorities concerned:

Sr. Name of the Nature of dues Financial Forum where Amount No. statute Year to dispute (Rs.) which it is pending pertains

1 Service Tax Disallowance of 2007-08 CESTAT 51.50 under the Input credit Finance Act, (service tax) 1994 and penalty

2 Bombay Sales Sales tax, 1987-1989, Joint/Dy. 275.88 Tax Act and Interest 1992-1993, Commissioner Central Sales and Penalty 2003-04, (Appeal- Tax Act 2005-06, Sales Tax) (Refer Note) 2006-07

3 Bombay Sales Sales tax, 1992-1993, Maharashtra 65.86 Tax Act and Interest 1999-2000, Sales Tax Central Sales and Penalty 2001-2002, Tribunal Tax Act 2004-2005, (Refer Note) 2006-2007

4 The Central Duty and 1996-1997 CESTAT 124.92 Excise Act, Penalty to 1998-1999 1944 and 1998-1999 to 2002-2003

5 Income Tax Income Tax 2010-11 CIT (Appeals) 19.70 Act, Dues 1961

6 Provident P.F. dues 2010-11, Commissioner 8.66 Fund Act 2011-12, (PF) 2012-13

Note: The Company has made provision of Rs. 22.21 lakhs in the past on account of disputed Sales-Tax liabilities.

x. The Company has no accumulated losses and has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi. Based on our verification and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions or banks.

xii. In our opinion and according to the explanations given to us and based on the information available, loans and advances have been granted by the Company on the basis of security by way of pledge of shares and other securities.

xiii. The Company is not a chit fund/nidhi/mutual benefit fund/society and as such reporting is not applicable to the Company.

xiv. In our opinion the Company is not dealing or trading in securities. The Company has invested surplus funds in marketable securities and mutual funds. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

xv. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

xvi. During the financial year, the Company has not availed any term loan.

xvii. On the basis of our examination of the Balance Sheet of the Company, prima facie, we report that the company has not used short-term funds for long-term investments.

xviii. The Company has not made preferential allotment of shares during the year, to parties and companies covered under the register maintained under section 301 of the companies act, 1956.

xix. The Company has not issued any secured debentures during the year.

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

xxi. Based on the audit proceeding adopted and information and explanations given to us, we have neither come across any instances of material fraud on or by the Company has been noticed or reported during the year.

For Desai Saksena & Associates Chartered Accountants Firm''s Registration No.: 102358W

DR. S. N. DESAI Partner Membership No.: 32546

Place: Mumbai Date : 30th May, 2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Bright Brothers Limited ("the Company") which comprise of the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss for the year ended on that date, Cash Flow Statement and a summary of Significant Accounting Polices 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 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 misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) the Balance Sheet, the 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, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of written representations received from the diic-ctors as on 31st March, 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 Auditor''s Report:

Annexure referred to an our report on the accounts for the year ended 31st March 2013.

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements." (i) In respect of its fixed assets:

(a) The Company has generally 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 a phased periodical manner, 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 physical verification.

(c) The assets disposed off during the year are not substantial therefore do not affect the going concern status of the Company.

(ii) In respect of its inventories:

(a) The inventories have been physically verified at reasonable interval during the year by the management. The frequency of such verification is adequate.

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

(c) In our opinion the Company has maintained proper records of inventories. There was no material discrepancies noticed on physical verification of inventories as compared to the book records.

(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) During the year, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted any loans, secured or unsecured to the parties listed in the Register maintained under Section 301 of the Companies Act, 1956, paragraphs (iii) (b), (c) and (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loans secured or unsecured from companies, firms and other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (b), (c), and (d) of the Companies (Auditors'' Report) order 2003 are not applicable to the Company.

(iv) In our opinion, and according to the information and explanation given to us, having regard to the explanation, except that some of the items purchased are of a special nature and suitable alternative sources do not exist for obtaining comparable quotations, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods services. During the course of our audit, no major weaknesses has been notice in the internal control systems.

(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, we are of the opinion that the particulars of contract or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been entered.

(b) The transaction made in pursuant of such contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of any part during the have been made at price which are reasonable having regard to the prevailing price at the relevant time.

(vi) According to the information and explanations given to us, in our opinion the Company has complied with the provisions of Section 58A and 58 A A of the Companies Act, 1956 and the rules framed there under. To the best of our knowledge and according to the information and explanations given to us, the Company has not received any order under above-mentioned sections from the Company Law Board, National Company Law Tribunal, Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that, prima facie accounts and cost records have been made and maintained. We have, however, not made a detailed examination of books of accounts and cost records with a view to determine whether they are accurate or complete.

(ix) In respect of statutory dues :

(a) According to the information, explanations and records of the Company in respect of statutory and other dues, In our opinion the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Sales Tax, Custom Duty, Excise Duty, Cess, Service Tax, Wealth Tax and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013 for a period more than six months from the date they became payable. However, there have been marginal delays in respect of Income tax deducted at source.

(x) The Company neither has accumulated losses as at the end of the financial year nor has incurred cash losses during the financial year in the immediately preceding financial year.

(xi) Based on our verification and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to its banks.

(xii) In our opinion and according to the explanations given to us and based on the information available, loans and advances have been granted by the Company on the basis of security by way of pledge of shares and other securities.

(xiii) In our opinion, the Company is not a chit fund/nidhi/mutual benefit fund/society and as such this clause of the orders is not applicable.

(xiv) In our opinion the Company is not a dealing or trading in securities. The Company has invested surplus funds in marketable securities and mutual funds. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All shares, securities and other investments have been held by the Company in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The term loan availed by the Company were utilised for the purpose for which the loan were obtained.

(xvii) On the basis of our examination of the Balance Sheet of the Company, prima facie, we report that the Company has not used short-term funds for long-term investments.

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

(xix) During the year, the Company has not issued any secured debentures.

(xx) During the vear Company has not raised any money by public issue.

(xxi) Based on the audit proceeding adopted and information and explanations given to us, we have neither come across any instances of material fraud on or by the Company has been noticed or reported during the year.

For Desai Saksena & Associates

Chartered Accountants

Firm''s Registration No.: 102358W

DR. S. N. DESAI

Place : Mumbai Partner

Date : 31st May, 2013 Membership No.: 32546


Mar 31, 2012

(1) We have audited the attached Balance Sheet of BRIGHT BROTHERS LIMITED, as at 31st March, 2012, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. 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 any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956, of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to in para-3 above, we report that:

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Act; and

(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 Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, together with the notes thereon and attached thereto give, in the prescribed manner the information required by the Act, and give a true and fair view in conformity with accounting principles generally accepted in India:

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

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

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

(1) a. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

b. As explained to us, in accordance with the phased program of verification the management has physically verified the fixed assets, which in our opinion is reasonable considering the size of the Company and nature of its assets. The frequency of verification is reasonable and no material discrepancies were noticed on such verification.

c. There was no substantial disposal of fixed assets during the year.

(2) a. As explained to us the inventories have been physically verified during the year by the management

and Internal Auditors. In respect of inventories lying with third parties confirmations have been obtained for a major portion of inventories. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no major discrepancies were noticed on physical verification.

(3) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company we have not observed any major weakness in the aforesaid internal control system of the Company in respect of these areas.

(5) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that needs to be entered in the register maintained under Section 301 of the Companies Act, have been so entered.

(6) In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and Companies Acceptance of Deposit Rules, 1975. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

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

(8) We have broadly reviewed the books of account maintained by the Company in respect of products where, in pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(9) According to the information and explanations given to us in respect of statutory dues:

a. The Company is regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Income tax, Sales-tax, Wealth tax, Service tax, Custom duty, Excise duty and Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

c. Details of dues of Income tax, Sales tax, Service tax, Customs duty, Wealth tax, Excise duty and Cess which have not been deposited as at 31st March, 2012 on account of any dispute are given below

Sr. Name of the Nature of Period to which the amount Amount in Forum where dispute is pending No. Statute dispute relates dispute (Rs in lacs)

1. Central Excise Duty, Service tax 1996-1999 64.50 CESTAT Act, 1944 and Penalty

1997-2003, 2008-2009 65.24 First Appellate Authorities Disallowance 2007-2008 51.50 First Appellate Authorities of Input credit (service tax) Penalty

2. Bombay Sales Duty, Interest & 1987-1989, 1992-1993, 1998-1999, 36.90 MST Tax Act Penalty 1999-2000 1992-1993, 2001-2002, 2003-2004, 36.70 First appellate Authorities 2006-2007

(10) The Company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the current financial year and in the immediately preceding financial year.

(11) The Company did not have borrowings from financial institutions and banks and it has not issued any debentures. Therefore, the provisions of clause 4(xi) of the Companies (Auditor's Report) Order 2003 (as amended) are not applicable to the Company.

(12) According to the information and explanation given to us, the Company has granted inter corporate loans on the basis of security by way of pledge of shares.

(13) The provisions of special statutes applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the company. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors' Report) Order 2003 (as amended) are not applicable to the Company.

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

(15) According to the information and explanation given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

(16) In our opinion and according to the information and explanation given to us, the Company has not obtained any term loan during the year.

(17) On the basis of overall examination of the balance sheet of the Company, we report that there are no funds raised on short term basis which have been used for long term investment.

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

(19) The Company has not issued any debentures during the year.

(20) The Company has not raised any money by public issues during the year and accordingly the provisions of clause 4 (xx) of the Companies (Auditors' Report) Order 2003 (as amended) are not applicable to the Company.

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

For DHODY AND ASSOCIATES

Firm Registration No.: 003837C

Chartered Accountants

per RAKESH DHODY

Partner

Membership No.: 72621

Place : Mumbai

Date : 24th May 2012


Mar 31, 2011

(1) We have audited the attached Balance Sheet of BRIGHT BROTHERS LIMITED, as at 31st March, 2011, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. 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 any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(3) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956, of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

(4) Further to our comments in the Annexure referred to in the and para-3 above, we report that:

Except in respect of Faridabad unit, due to fire on 16th April, 2011, destroying part of fixed assets, stock and all financial records which has resulted in non availability of sufficient records, we have relied up on the information submitted by the management for preparation of financial accounts. Based on this event we reserve our opinion to comment on the profitability of Faridabad unit.

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Act; and

(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 Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, together with the notes thereon and attached thereto, give in the prescribed manner the information required by the Act, and give a true and fair view in conformity with accounting principles generally accepted in India.

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

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

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

Annexure to Auditors Report:

(Referred to in paragraph 3 of the Auditors Report of even date to the members of Bright Brothers Ltd. on the financial statements for the year ended 31st March, 2011)

(1) (a) The Company is maintaining proper records to show full particulars including quantitative

details and situation of all fixed assets.

(b) As explained to us, the Management in accordance with the phased program of verification has physically verified these fixed assets, which in our opinion is reasonable considering the size of the Company and nature of its assets. The frequency of verification is reasonable and no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, a substantial part of its fixed assets has not been disposed of by the Company during the year.

(d) The loss on account of fire at Faridabad unit has in no way affected the going concern of the company as a whole.

(2) (a) As explained to us the inventories have been physically verified during the year by the Management and internal auditors. In respect of inventories lying with third parties confirmations have been obtained for a major portion of inventories. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. In our opinion, the discrepancies noticed on verification between physical stocks and book stocks were not material.

(3) (a) The Company has not granted any loans secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly clause (iii)(b) to (d) of paragraph 4 of the order are not applicable to the Company for the current year.

(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 Act. Accordingly clause (iii)(f) to (g) of paragraph 4 of the order are not applicable to the Company during the current year.

(4) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets for the sale of goods and services. Further on the basis of our examination of the books and records of the Company and according to information and explanation given to us, we have neither came across nor have been informed of any instance of major weakness in the aforesaid internal control system.

(5) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements that needs to be entered in the register maintained under section 301 of the Companies Act, have been so entered in the register.

(6) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA and other relevant provisions of the Companies Act, 1956 and Companies Acceptance of Deposit Rules, 1975 and the rules framed. According to the information and explanation given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

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

(8) The Central Government has not prescribed for the maintenance of cost record under clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

(9) (a) According to the information and explanations given to us and records of the Company examined by us, in our opinion the Company is generally regular in depositing, undisputed statutory dues including provident fund, employees state insurance, service-tax, custom duty, wealth tax, excise duty, sales tax and income tax cess and other materially statutory dues as applicable with the appropriate authorities.

(b) According to the records of the Company examined by us and information and explanation given to us the following are the particulars of the disputed amount payable in respect of Sales Tax, Income Tax, Excise Duty, Entry Tax , Service Tax, as at 31st March, 2011, which have not been deposited on account of disputes are as follows:

Sr. Name of the Nature of Period to which Amount No. Statute dispute the amount in dispute relates (?. in lacs)

1. Central Excise Duty, Service tax 1993-1997 64.50 Act, 1944 and Penalty 1996-1999

1997-2003 68.80 2008-2010 2009-2010

2. Bombay Sales Duty, Interest & 1987-1989 38.93 Tax Act Penalty 1998-1999

1999-2000

1992-1993 79.62

1998-1999

2000-2001

2001-2002

2003-2004

2005-2006

2006-2007

2007-2008

3. Wealth Tax Act Valuation 2003-2004 3.31

4. The Income Tax Income Tax 2008-2009 503.86 Act, 1961 Liability

Name of the Statue Forum where dispute is pending

Central Excise Act,1994 Custom, Excise and Service Tax Appellate Tribunal

First Appellate Authorities

Bombay Sales Tax Act Maharashtra Sales Tax Tribunal

First appellate Authorities

Wealth Tax Act First appellate Authorities

The Income Tax First appellate Authorities

(10) The Company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(11) The Company did not have borrowings from financial institutions and banks and it has not issued any debentures. Therefore, the provisions of clause 4(xi) of the Companies (Auditors Report) Order 2003 (as amended) are not applicable to the Company.

(12) According to the information and explanation given to us, the Company has granted inter corporate loans on the basis of security by way of pledge of shares.

(13) The provisions of special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

(14) According to the information and explanation given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year.

(15) In our opinion and according to the information and explanation given to us, the Company has not obtained any term loan during the year.

(16) On the basis of 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 there are no funds raised on short term basis which have been used for long term investment.

(17) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(18) The Company has not issued any debenture during the year.

(19) The Company has not raised any money through public issues during the year.

(20) Based on the audit procedures performed for the purpose of reporting true and fair view of the financial statement and as per the information and explanation given by the Management, we have neither come across any instance of material fraud on or by the Company, reported or reported during the year nor we have been informed of such case by management as has been noticed or reported during the course of our audit.

For DHODY AND ASSOCIATES

Firm Registration No.: 003837C

Chartered Accountants

per RAKESH DHODY

Partner

Membership No.: 72621

Place : Mumbai

Date : 8th June, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of BRIGHT BROTHERS LIMITED, as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto which we have signed under reference to this report. 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 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 any material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. In accordance with the provisions of Section 227 of the Companies Act, 1956, we report that:

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, of India and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give 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:

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-Section (3C) of Section 211 of the Act; and

(e) On the basis of the written representations received from the directors of the company as on 31st March, 2010, and taken on record by the Board of Directors, none of the directors is 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;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with Significant Accounting Policies in Schedule A and the Notes thereon and attached thereto give, the information required by the Companies Act, 1956, 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, 2010;

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

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

Annexure To Auditors Report: (Referred to in Paragraph 3 of our Report of even date)

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

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

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

(ii) (a) As explained to us the inventories have been physically verified during the year by the management. In respect of inventories lying with third parties confirmations have been obtained. In our opinion, the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical stocks and book stocks were not material having regard to the size of the operations of the Company and have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanation given to us, 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. Accordingly clause 4(iii)(b) to (d) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

(b) According to the information and explanation given to us, 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 Act.. Accordingly clause 4(iii)(f) to (g) of Companies (Auditors 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 procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, nothing had come to our notice that may suggest a major weakness in the aforesaid internal control system.

(v) According to the information and explanations given to us, the particulars of contracts or arrangements that needs to be entered in the register maintained in section 301 of the Companies Act, have been so entered in the register.

(vi) In our opinion and according to the information and explanations given to us , the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA and other relevant provisions of the Companies Act,1956 and the rules framed there under, where applicable have been complied with. No order has been passed by the or Reserve Bank of India or any Court or any other Tribunals or the Company Law Board in respect of the aforesaid deposits.

(vii) The Company has internal audit system commensurate without size and nature of its business. However, the Internal audit system in certain areas needs to be strengthened.

(viii) The Central Government has not prescribed for the maintenance of cost record under clause

(d) of sub section (1) of section 209 of the Companies Act, 1956.

(ix) (a) According to the information and explanations given to us and records of the company examined by us, in our opinion the Company has been generally regular in depositing, undisputed statutory dues including provident fund, employees state insurance, service-tax, custom duty, excise duty, sales tax and income tax with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts were in arrears as at 31st March,2010, for a period of more than six months from the day they become payable.

(b) According to the records of the Company examined by us and information and explanation given to us the following are the particulars of the disputed amount payable in respect of Sales Tax, Excise Duty, Entry Tax, Service Tax, ESIC as at 31st March, 2010, which have not been deposited on account of any disputes:

Sr. Name of the Nature of Year to which Amount No. Statute Dispute the amount (Rs. in relates lacs)

1. Central Excise Duty, Service tax 1993-1997 85.19 Act, 1944 and Penalty 1996-1999 1995-2000

1997-2003 93.64

1994-1997

2006-2007

2008-2009

2009-2010

2. The Central Tax, Interest & 1987-1989 39.47 Sales Tax Act, Penalty 1998-1999 956, Local 1999-2000 Sales Tax Acts

1992-1993 131.67

1997-1998

1998-1999

2000-2001

2001-2002

2003-2004

2004-2005

2005-2006

2006-2007

2007-2008

3. The Income Tax Valuation 2003-2004 3.31 Act, 1961



Name of the Forum where Dispute Statue is pending

Central Excvise Act,1944 CESTAT

Commissioner

The Central Tribunal Sales Tax Act, 1956, Local Sales Tax Acts

Commissioner

The Income Tax Commissioner Act, 1961

(x) The Company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company did not have borrowings from financial institutions and banks and it has not issued any debentures. Therefore, the provisions of clause 4(xi) of the Companies (Auditors Report) Order 2003 (as amended) are not applicable to the Company.

(xii) According to the information and explanations given to us, the Company has granted inter corporate loans on the basis of security by way of pledge of shares.

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

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 9 (as amended) are not applicable to the Company

(xv) According to the information and explanation given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issues during the year.

(xxi) Based on the audit procedures performed for the purpose of reporting true and fair view of the financial statement and as per the information and explanation 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 DHODY AND ASSOCIATES Chartered Accountants

(RAKESH DHODY)

Partner Membership No.: 72621 Place : Mumbai Date : 28th May, 2010

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