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Auditor Report of Caprihans India Ltd.

Mar 31, 2015

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

2. 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 of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.

3. Auditor's Responsibility

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

3.2 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.

3.3 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.

3.4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on whether the Company has in place an adequate internal financial control systems 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

3.5 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.

4. Opinon

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, of the state of affairs of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

5. Emphasis of Matter

We invite attention to -

a. Note no. 24 (2) of the financial statements regarding excise duty matters aggregating to Rs. 1659 lakhs disclosed as Contingent Liabilities

b. Note no. 24 (4) of the financial statements regarding delay in realisation of the assets of non-core activities to the extent of Rs. 245 lakhs. Our opinion is not modified in respect of these matters.

6. Report on Other Legal and Regulatory Requirements

As required by section 143(3) of the Companies Act 2013, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d. In our opinion, aforesaid financial statements comply with the Accounting Standards referred to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

7. 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 in its financial statements - Refer note 24(2) of financial statements.

(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no delays in transferring amounts to the Investor Education and Protection Fund during the year by the Company.

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

Annexure to the Independent Auditors' Report

(Referred to in paragraph 8 of our report of even date)

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

(b) Pursuant to the Company's programme of verifying fixed assets once in three years, the Company has conducted physical verification of fixed assets during the year. In our opinion, such programme of verification is reasonable. As per the information and explanations made available to us, no material discrepancies were noticed on verification.

2. (a) Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the Company maintains proper records of inventory. We have been informed that no material discrepancies were noticed on physical verification of inventories.

3. The Company has in earlier years given an unsecured loan to its ultimate holding company, i.e. Bilcare Limited, a party covered in the register maintained under Section 189 of the Companies Act, 2013.

(a) There are delays in receipt of principal amount and interest as per the agreed repayment schedule.

(b) Based on the information and explanations given to us, the company has taken reasonable steps for recovery of the outstanding amount.

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

5. According to the information and explanations given to us, the Company has not accepted any deposits.

6. We have reviewed the cost compliance certificate of the Company & are of the opinion that prima facie, the cost records pursuant to Rule 5 of the Companies (Cost Records and Audit) Rules 2014 have been made and maintained for manufacturing activities. However, we have not conducted a detailed examination of the cost records.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company,

we find that the Company has generally been regular in depositing undisputed statutory dues such as provident fund, employees' state insurance dues, income tax, wealth tax etc. with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2015 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under:

Pertaining to Financial Years Amount Particulars (Rs. in lacs)

1989-90 to 1993-94 594.24 Excise Duty

1996-97 to 1997-98 185.14 Excise Duty

1999- 2000 24.10 Excise Duty

1989-90 to 1994-95 0.50 Excise Duty

2004 to 2005 119.62 Excise Duty

1992-93 to 2001-02 251.18 Excise Duty

1995-96 to 1997-98 25.28 Excise Duty

1994-95 to 1996-97 242.14 Excise Duty

2006-07 to 2008-09 8.14 Service tax

2000- 01 to 2006-07 400.00 Income tax

2008-2009 3.37 Central Sales Tax

Total 1853.71

Pertaining to Financial Years Authority

1989-90 to 1993-94 CESTAT

1996-97 to 1997-98 CESTAT

1999- 2000 CESTAT

1989-90 to 1994-95 CESTAT

2004 to 2005 CESTAT

1992-93 to 2001-02 Hon. Supreme Court

1995-96 to 1997-98 Hon. Supreme Court

1994-95 to 1996-97 Hon. Supreme Court

2006-07 to 2008-09 Commissioner (appeals)

2000- 01 to 2006-07 ITAT

2008-2009 Joint Commissioner (appeals)

Total

(c) The amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and the Rules made there under, have been transferred to the Fund within time.

8. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

9. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

11. The Company has not obtained any term loans.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for M. P. Chitale & Co. Chartered Accountants ICAI Firm REG No. 101851W Ashutosh Pednekar Mumbai Partner May 22, 2015 ICAI M No. 041037






Mar 31, 2014

1. We have audited the accompanying financial statements of Caprihans India Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

2. 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 (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. 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

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

4. 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.

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

Emphasis of Matter

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

Emphasis of Matter

7. Without qualifying our audit opinion, we invite attention to -

(a) Note no. 25 (2) of the financial statements regarding excise duty matters aggregating to Rs. 1637 lakhs disclosed as Contingent Liabilities.

(b) Note no. 25 (4) of the financial statements regarding delay in realisation of the assets of non-core activities to the extent of Rs. 245 lakhs.

Report on Other Legal and Regulatory Requirements

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013;

e. on the basis of written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

9. 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.

Annexure To The Auditors'' Report

(Referred to in paragraph 9 of our report of even date on the accounts of Caprihans India Ltd. for the 12 months period ended 31st March, 2014)

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

(b) The Company has a programme of verifying fixed assets once in three years. As the Company conducted physical verification of fixed assets in the earlier financial year, no physical verification was conducted during the year. In our opinion, such programme of verification is reasonable.

(c) Based on our examination of the records of the company, we find that no substantial part of the fixed assets affecting the going concern have been disposed off during the year.

2. (a) Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the Company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verification of inventories.

3. (a) The Company has given an unsecured loan of Rs. 500 lakhs to its ultimate holding company, i.e. Bilcare Limited, a party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which such unsecured loans have been given are prima facie not prejudicial to the interests of the company.

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

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are transactions where the company has purchased/sold goods & rendered/availed services in excess of Rs.5 lakhs with a company listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices. In respect of goods purchased/sold, the transactions has been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances by/to other parties.

6. The Company has not accepted any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed thereunder or the directives issued by RBI.

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

8. We have broadly reviewed the cost records maintained by the Company relating to manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we find that the company has generally been regular in depositing undisputed statutory dues such as provident fund, investor education & protection fund, employees'' state insurance dues, income tax, wealth tax etc. with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2014 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under :-

Financial Years Amount Particulars Authority (Rs.in lacs)

1989-90 to 1993-94 594.24 Excise Duty CESTAT

1996-97 to 1997-98 185.14 Excise Duty CESTAT 1999-2000 24.10 Excise Duty CESTAT

1989-90 to 1994-95 0.50 Excise Duty CESTAT

1992-93 to 2001-02 251.18 Excise Duty Hon.Supreme Court

1995-96 to 1997-98 25.28 Excise Duty Hon.Supreme Court

1994-95 to 1996-97 242.14 Excise Duty Hon.Supreme Court

2006-07 to 2008-09 8.14 Service tax Commissioner appeals) 2000- 01 to 2006-07 400.00 Income tax ITAT

2008-2009 3.37 Central Sales Joint Commissioner tax (appeals) Total 1734.09

10. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society.

14. The Company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. The Company has not obtained any term loans.

17. The Company has not raised any funds on short-term basis.

18. The Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for M. P. Chitale & Co. Chartered Accountants ICAI Firm REG No. 101851W

Murtuza Vajihi Mumbai Partner May 23, 2014 ICAI M. No. 112555


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of Caprihans India Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s responsibility for the Financial Statements

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

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these fnancial 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 fnancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial statements.

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

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

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

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

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

Emphasis of Matter

7. Without qualifying our audit opinion, we invite attention to -

(a) Note no. 24 (2) of the fnancial statements regarding excise duty matters aggregating to Rs. 1628 lakhs disclosed as Contingent Liabilities.

(b) Note no. 24 (4) of the fnancial statements regarding delay in realisation of the assets of non-core activities to the extent of Rs. 245 lakhs.

Report on Other Legal and Regulatory Requirements

8. As required by section 227(3) of the Companies Act 1956, 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 Proft and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement complies 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 directors and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31,2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

9. 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 specifed in paragraphs 4 and 5 of the Order.

Annexure To The Auditors'' Report

(Referred to in paragraph 9 of our report of even date on the accounts of Caprihans India Ltd for the 12 months period ended 31st March, 2013)

1. (a) The Company has maintained reasonable records showing full particulars, including quantitative details and situation of fxed assets.

(b) The company has a programme of verifying fxed assets once in three years. As the Company conducted physical verifcation of fxed assets in the previous fnancial year, no physical verifcation was conducted during the year. In our opinion, such programme of verifcation is reasonable.

(c) Based on our examination of the records of the company, we fnd that no substantial part of the fxed assets affecting the going concern have been disposed off during the year.

2. (a) Inventories have been physically verifed by the Management during the year. In our opinion, the frequency of such verifcation is reasonable.

(b) The procedure of physical verifcation of inventories followed by the management is reasonable and adequate in relation to the size of the Company.

(c) In our opinion, the company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verifcation of inventories.

3. (a) The Company has given an unsecured loan of Rs. 500 lakhs to its ultimate holding company, i.e. Bilcare Limited, a party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which such unsecured loans have been given are prima facie not prejudicial to the interests of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and sale of goods. During the course of our audit we did not notice any continuing failure to correct any major weakness in internal controls.

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are transactions where the company has purchased/sold goods & rendered/availed services in excess of Rs.5 lakhs with a company listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices. In respect of goods purchased/sold, the transactions has been made at prices which are prima facie reasonable having regard to prevailing market prices to the extent available with the Company of similar items supplied under similar circumstances by/to other parties.

6. The Company has not accepted any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed thereunder or the directives issued by RBI.

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

8. We have broadly reviewed the cost records maintained by the Company relating to manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we fnd that the company has generally been regular in depositing undisputed statutory dues such as provident fund, investor education & protection fund, employees'' state insurance dues, income tax, wealth tax etc. with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under :-

Financial Years Amount (Rs. in lacs) Particulars Authority

1989-90 to 1993-94 594.24 Excise Duty CESTAT

1996-97 to 1997-98 185.14 Excise Duty CESTAT

1999-2000 24.10 Excise Duty CESTAT

1989-90 to 1994-95 0.50 Excise Duty CESTAT

1992-93 to 2001-02 251.18 Excise Duty Hon. Supreme Court

1995-96 to 1997-98 25.28 Excise Duty Hon. Supreme Court

1994-95 to 1996-97 242.14 Excise Duty Hon. Supreme Court

2006-07 to 2008-09 8.14 Service tax Commissioner (appeals)

2000-01 to 2006-07 400.00 Income tax ITAT

Total 1730.72

10. The Company has no accumulated losses as at the fnancial year end. There were no cash losses incurred in the fnancial year or the previous fnancial year.

11. The Company has neither taken any loans from a fnancial institution and a bank nor issued any debentures.

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

13. The Company is not a chit fund, nidhi, mutual beneft fund or a society.

14. The Company is not a dealer or trader in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fnancial institutions.

16. The Company has not obtained any term loans.

17. The Company has not raised any funds on short-term basis.

18. The Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for M. P. Chitale & Co. Chartered Accountants

ICAI Firm REG No. 101851W

Murtuza Vajihi

Mumbai Partner

May 24, 2013 ICAI M. No. 112555


Mar 31, 2012

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

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by 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 and as amended by Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order") issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, of the profit for the financial year ended on 31st March, 2012 and

(c) in the case of the Cash Flow Statement, of the cash flows for the financial year ended on 31st March 2012. Emphasis of Matter Without qualifying our audit opinion, we invite attention to -

(a) Note no. 24 (2) of the financial statements regarding excise duty matters aggregating to Rs. 1591 lakhs disclosed as Contingent Liabilities.

(b) Note no. 24 (4) of the financial statements regarding delay in realisation of the assets of non-core activities to the extent of Rs. 245 lakhs.

Paras (a) and (b) above are matters referred to in our audit report for the financial year 2010-11.

Annexure To The Auditors' Report

(Referred to in paragraph 3 of our report of even date on the accounts of Caprihans India Ltd for the 12 months period ended 31st March, 2012)

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

(b) Pursuant to the company's programme of verifying fixed assets once in three years, the Company has conducted physical verification of fixed assets during the year. In our opinion, such programme of verification is reasonable. As per the information and explanations made available to us, no material discrepancies were noticed on verification.

(c) Based on our examination of the records of the company, we find that no substantial part of the fixed assets affecting the going concern have been disposed off during the year.

2. (a) Inventories have been physically verified by the Management during the year. In our opinion, the frequency of such verification is reasonable

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company

(c) In our opinion, the company maintains proper records of inventory. We are informed that no material discrepancies were noticed on physical verification of inventories.

3. (a ) The Company has given an unsecured loan of Rs. 500 lakhs to its ultimate holding company, i.e. Bilcare Limited, a party covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) Based on the information and explanations given to us, in our opinion, the rates of interest on which such unsecured loans have been given are prima facie not prejudicial to the interests of the company.

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

5. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956,

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanations given to us there are certain transactions where the company has rendered/availed services in excess of Rs.5 lakhs with a company listed in the register maintained under section 301. In respect of such services, we are informed that these have been made at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices.

6. The Company has not accepted any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules framed thereunder or the directives issued by RBI.

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

8. We have broadly reviewed the cost records maintained by the Company relating to manufacturing activities. We have not made an examination of the cost records required to be maintained under Companies (Cost Accounting Records) Rules, 2011 in respect of their accuracy and completeness.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, we find that the company has generally been regular in depositing undisputed statutory dues such as provident fund, investor education & protection fund, employees' state insurance dues, income tax, wealth tax etc. with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above statutory dues were outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

(b) The disputed statutory dues that have not been deposited on account of appeal matters pending before the appropriate authorities are as under :-

Financial Years Amount (Rs. in lacs) Particulars Authority

1989-90 to 1994-95 594.25 Excise Duty CESTAT

1996-97 to 1997-98 185.63 Excise Duty CESTAT

1992-93 to 2001-02 251.18 Excise Duty Hon Supreme Court

1995-96 to 1997-98 25.28 Excise Duty Hon Supreme Court

1994-95 to 1996-97 242.14 Excise Duty Hon Supreme Court

2006-07 to 2008-09 8.14 Service tax Commissioner (appeals)

2000-01 to 2006-07 400.00 Income tax ITAT

Total 1706.62

10. The Company has no accumulated losses as at the financial year end. There were no cash losses incurred in the financial year or the previous financial year.

11. The Company has neither taken any loans from a financial institution and a bank nor issued any debentures.

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

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society.

14. The Company is not a dealer or trader in shares, securities, debentures and other investments.

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

16. The Company has not obtained any term loans.

17. The Company has not raised any funds on short-term basis.

18. The Company has not made any preferential allotment of shares during the year.

19. According to the information and explanations given to us, the Company has not issued any debentures.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

for M. P. Chitale & Co.

Chartered Accountants

ICAI Firm REG No.101851W

Ashutosh Pednekar

Mumbai, Partner

May 28, 2012 ICAI M. No. 41037

 
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