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Auditor Report of Centron Industrial Alliance Ltd.

Mar 31, 2015

1 We have audited the accompanying financial statements of CENTRON INDUSTRIAL ALLIANCE LIMITED. ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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 The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

AUDITOR'S RESPONSIBILITY

3 Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 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 management and Board of Directors, 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 on the standalone financial statements.

OPINION

6. 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 Profit and its cash flows for the year ended on that date

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, 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 record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act

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

(I) The Company does not have any pending litigations which would impact its financial position

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

(iii) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

(i) In respect of Fixed Assets :

(a) The Company has maintained 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 at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(ii) In respect of Inventory :

(a) In respect of the 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, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has 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/from companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of goods traded in. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported. (v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section

(1) of Section 148 of the Act

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise As at 31st March, 2015.

(viii) The Company has accumulated losses as at the end of the financial year to the extent of Rs.10,966,899/-, however, it has not incurred cash losses in the financial year ended on that date and also in the immediately preceding financial year.

(ix) According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures

(x) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year

(xi) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For S. JAIN BOHRA & CO.

CHARTERED ACCOUNTANTS



sd/-

SHANTILAL JAIN

PARTNER

PLACE : MUMBAI M.No.008562

DATED : 30th May, 2014 FIRM REGD. NO.114855W


Mar 31, 2014

We have audited the accompanying financial statements of CENTRON INDUSTRIAL ALLIANCE LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2014, 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

The Company''s 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 misstatement.

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under 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. Except accounting Leave encashment and other employee benefit (except gratuity liability) on payment basis as referred in Note No.20(2)

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

We further report that :

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable interval during the year, however in the absence of book records of furniture and fixtures the differences, if any between book records and physical verification could not be ascertained.

(c) As per the information and explanation given to us, the Company has not disposed of substantial part of it''s other fixed assets during the year.

2 During the year, the company held no physical stock of inventories and hence no physical verification has been conducted during the year.

3 i) According to the books of account and records produced before us, the company has not granted any loan to companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956. Accordingly, the clauses 4 (iii) (a) to (d) of the order are not applicable. ii) The company had taken interest free unsecured loan from a party Mr. Anoop Garg Director of the company (Amount outstanding as on 31.03.2014 Rs.NIL, maximum amount outstanding during the year Rs.25,00,000/-, Previous year Rs.25,00,000/-).

4 In our opinion the Company has an adequate internal Central procedure commensurate with the size of the company and nature of the business.

5 In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register maintained under section 301 of the companies act, 1956. Accordingly, the clause 4 (v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public in terms of Section 58A, of the Companies Act, 1956 and the rules framed there under.

7. There has been no internal audit carried out during the year.

8. The Company has not carried out any manufacturing activity during the year and hence, in opinion, clause 4 (viii) of required of the order in respect of maintenance cost records as required under section 209 of the Companies Act, 1956 is not applicable.

9. (a) There has been no delay observed during the year in making statutory payments

(b) As per the explanation and information given to us, there are no dues pending in disputes as on 31.03.2014.

10. The accumulated losses at the end of the financial year of the company is not more than 50% of its net worth. It has not incurred any cash losses in the Financial Year ended on that date.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks.

12. The Company has not granted any 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 or nidhi / mutual benefit fund / society, therefore the clause 4 (xiii) of the order is not applicable to the company.

14. In our opinion, and as verified by us the the Company has maintained proper records in respect of purchase and sales of shares and other investments.

15. As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us, the company has availed terms loans during the year which were applied for the purpose for which they were taken.

17. In our opinion, the company has not used funds raised for short term purposes for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained

under Section 301 of the Act during the year. According the provisions of clause 4(xviii) of the Order are not applicable to the Company.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable to the company.

20. The company has not raised any funds through public issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanation provided 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 S. JAIN BOHRA & CO. CHARTERED ACCOUNTANTS

sd/- SHANTILAL JAIN PARTNER

PLACE : MUMBAI M.No.008562 DATED : 30th May, 2014 FIRM REGD. NO.114855W


Mar 31, 2013

We have audited the accompanying financial statements of "Centron Industrial Alliance Limited" which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

We invite attention Subject to :

(a) Notes No. 24 (2) of Notes on Financial Statements regarding preparation of accounts of the company on going concern basis for the reasons stated therein. (b) Note no. 24 (4) of Notes on Financial Statements regarding non-recognition of Rs.69.33 lacs on account of disputed dues payable to credit society resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(c) Note No. 24(6) of Notes on Accounts on Financial Statements regarding non-provision of Rs.0.06 lacs on account of dues payable to a creditors as per decree of The Honourable Court of Civil Judge Senior Division Jalna resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(d) Note No. 24 (7) of Notes on Financial Statements regarding non-provision of Rs.4.91 lacs on account of interest on delayed payment as required under Small Scale & Ancilliary Industrial Undertaking Ordinance 1993 resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(e) Note No. 24 (8) of Notes on Financial Statement regarding non Transfer Transfer of Rs.74.37 lacs to investor Education and Protection Fund for the reason stated therein;

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

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

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

Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.''

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

We further report that :

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

(b) As explained to us, all the assets have been physically verified by the management at reasonable interval during the year, however in the absence of book records of furniture and fixtures the differences, if any between book records and physical verification could not be ascertained.

(c) As per the information and explanation given to us, the Company has not disposed of substantial part of it''s other fixed assets during the year.

2 During the year, the company held no physical stock of inventories and hence no physical verification has been conducted during the year.

3 i) According to the books of account and records produced before us, the company has not granted any loan to companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956. Accordingly, the clauses 4 (iii) (a) to (d) of the order are not applicable. ii) The company has taken interest free unsecured loan from a party Mr. Anoop Garg Director of the company (Amount outstanding as on 31.03.2013 Rs.25,00,000/- maximum amount outstanding during the year Rs.25,00,000/-) ought to be covered in the register maintained u/s 301 of the Companies Act 1956 for which there are no specific terms & conditions in respect of repayment.

4 In our opinion the Company has an adequate internal Central procedure commensurate with the size of the company and nature of the business.

5 In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register maintained under section 301 of the companies act, 1956. Accordingly, the clause 4 (v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public in terms of Section 58A, of the Companies Act, 1956 and the rules framed there under. In respect of deposit accepted prior to 1976, the company has made repayment according to the Scheme of Arrangement sanctioned by the Bombay High Court, and there are no outstanding deposit at the year end except as stated in Note No. 24 (7) of notes on Financial Statements.

7. There has been no internal audit carried out during the year.

8. The Company has not carried out any manufacturing activity during the year and hence, in opinion, clause 4 (viii) of required of the order in respect of maintenance cost records as required under section 209 of the Companies Act, 1956 is not applicable.

9. (a) There has been no delay observed during the year in making statutory payments

(b) As per the explanation and information given to us, there are no dues pending in disputes as on 31.03.2013 other than those stated below:

Name of Statute Nature of Amount Dues Authority where pending

Securities and Exchange Board of India. Compounding Rs.1,75,000/- The Adjudicating Authority Securities Regulation Act, 1997. Charges and Exchange Board of India

10 The accumulated losses at the end of the financial year of the company is not more than 50% of its net worth. It has not incurred any cash losses in the Financial Year ended on that date.

11 In our opinion and according to the information and explanations given to us, the c company has not defaulted in repayment of dues to banks.

12. The Company has not granted any 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 or nidhi / mutual benefit fund / society, therefore the clause 4 (xiii) of the order is not applicable to the company.

14 In our opinion, and as verified by us the the Company has maintained proper records in respect of purchase and sales of shares and other investments.

15. As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.

16. According to the information and explanations given to us, the company has availed terms loans during the year which were applied for the purpose for which they were taken.

17. In our opinion, the company has not used funds raised for short term purposes for long term investments and vice-versa.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. According the provisions of clause 4(xviii) of the Order are not applicable to the Company.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable to the company.

20. The company has not raised any funds through public issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanation provided 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 S. JAIN BOHRA & CO.

CHARTERED ACCOUNTANTS

sd/- S.L. JAIN

PARTNER

M.No.008562

FIRM REGD. NO.114855W

PLACE : MUMBAI

DATED : 30th May, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of CENTRON INDUSTRIAL ALLIANCE LIMITED, as at 31st March, 2012 and the related Statement of Profit & Loss 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 management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956" 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 explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 purpose 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 of the company.

iv. In our opinion, except as stated in Para 4 (vi) (c) below, the attached Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

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

vi We invite attention to :

(a) Notes No. 21 (2) of Notes on Financial Statements regarding preparation of accounts of the company on going concern basis for the reasons stated therein.

(b) Note no. 21 (4) of Notes on Financial Statements regarding non-recognition of Rs.69.33 lacs on account of disputed dues payable to credit society resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(c) Note No. 21(6) of Notes on Accounts on Financial Statements regarding non-provision of Rs.0.06 lacs on account of dues payable to a creditors as per decree of The Honourable Court of Civil Judge Senior Division Jalna resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(d) Note No. 21 (7) of Notes on Financial Statements regarding non-provision of Rs.4.91 lacs on account of interest on delayed payment as required under Small Scale & Ancilliary Industrial Undertaking Ordinance 1993 resulting in the loss for the year and the Sundry Creditors being understated to that extent.

(e) Note No. 21 (8) of Notes on Financial Statement regarding non Transfer Transfer of Rs.74.37 lacs to investor Education and Protection Fund for the reason stated therein;

5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, subject to our observations in Para 4 (vi) above and read together with the notes thereon, give in the prescribed manner the information required by the Companies Act, 1956 and also 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 the Company's affairs 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 the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

We further report that :

1 (a) The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets other than furniture and fixtures.

(b) As explained to us, all the assets have been physically verified by the management at reasonable interval during the year, however in the absence of book records of furniture and fixtures the differences, if any between book records and physical verification could not be ascertained.

(c) As per the information and explanation given to us, the Company has not disposed of substantial part of it's other fixed assets during the year.

2 During the year, the company held no stock of inventories and hence no physical verification has been conducted during the year.

3 According to the books of account and records produced before us, the company has neither granted nor taken any loan, secured or unsecured to and from companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the order are not applicable.

4 During the year the company has not purchased any stores, raw materials including components, plant and machinery, equipment and other similar assets nor has it sold any goods during the year and hence, in our opinion, clause 4 (iv) of the order in respect of purchase and sale of good in not applicable. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5 In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register maintained under section 301 of the companies act, 1956. Accordingly, the clause 4 (v) (b) of the order is not applicable.

6. The Company has not accepted any deposits from the public in terms of Section 58A, of the Companies Act, 1956 and the rules framed there under. In respect of deposit accepted prior to 1976, the company has made repayment according to the Scheme of Arrangement sanctioned by the Bombay High Court, and there are no outstanding deposit at the year end except as stated in Note No. 21 (8) of notes on Financial Statements.

7. There has been no internal audit carried out during the year.

8. The Company has not carried out any manufacturing activity during the year and hence, in opinion, clause 4 (viii) of required of the order in respect of maintenance cost records as required under section 209 of the Companies Act, 1956 is not applicable.

9. (a) There has been no delay observed during the year in making statutory payments,

(b) As per the explanation and information given to us, there are no dues pending in disputes as on 31.03.2012 other than those stated below :

Name of Statute Nature of Amount Dues Authority where pending

Securities and Compounding Rs.175000/- The Adjudicating Authority Exchange Charges Securities and Exchange Board of India Board of India. Regulation Act, 1997.

10 The accumulated losses at the end of the financial year of the company are more than 50% of its net worth.

The It has not incurred any cash losses in the Financial Year ended on that date but company has incurred cash loss during the previous financial year to the extent of Rs.4,00,896/-

11 The Company has not borrowed any sums from financial institution and debentures holders and hence clause 4 (xi) of the order is not applicable to company.

12. The Company has not granted any 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 or nidhi / mutual benefit fund / society, therefore the clause 4 (xiii) of the order is not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15. As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.

16. The company has not taken any term loan during the year.

17. In our opinion, the company has not used funds raised for short term purposes for long term investments and vice- versa.

18. The Company has not made any preferential allotment of shares to any party.

19. The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable to the company.

20. The company has not raised any funds through public issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanation provided 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 S. JAIN BOHRA & CO.

CHARTEREDACCOUNTANTS

sd/- R. C. BOHRA PARTNER

M.NO.073480

FIRM REGD. NO.114855W

PLACE : MUMBAI DATED : 23rd July, 2012


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing stand- ards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclo- sures 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 and 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, 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 purpose 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, Profit and Loss account and the Cash Flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, except as stated in Para 4 (vi) (d) below, the attached Balance Sheet, Profit & Loss Account and cash flow statement dealt with by this report comply with Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 to the extent applicable.

v. On the basis of the written representations received from the Directors, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being ap- pointed as a Director in terms of Clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

vi. We invite attention to :

(a) Note no. B 2 of Notes on Accounts in Schedule M regarding preparation of accounts of the company on going concern basis for the rea- sons stated therein;

(b) Note no. B 4 of Notes on Accounts in Schedule M regarding write off of deferred expenses on Voluntary Separation Compensation in current year resulting in the profit for the year and the Deferred Revenue Expenditure both being un- derstated by Rs. 68.96 lacs;

(c) Note no. B 6 of Notes on Accounts in Schedule NT regarding non-provision of Rs. 69.33 lacs on account of disputed dues payable to credit society resulting in the loss for the year and the Sundry Creditors being understated to that extent;

(d) Note no. B 8 of Notes on Accounts in Schedule M regarding accounting for retirement benefits of employees during the period which is not in accordance with the revised Accounting Stand- ard - 15 on Accounting for Retirement Benefits issued by The Institute of Chartered Account- ants of India;

(e) Note no. 9 of Notes on Accounts in Schedule M regarding non-provision of Rs. 0.06 lacs on account of dues payable to a creditor as per decree of The Honourable Court of Civil Judge Senior Division Jalna resulting in the loss for the year and the Sundry Creditors being understated to that extent;

(f) Note no. 10 of Notes on Accounts in Schedule M regarding non-provision of Rs. 4.27 lacs on account of interest on delayed payment as required under Small Scale & Ancilliary Indus- trial Undertaking Ordinance 1993 resulting in the loss for the year and the Sundry Creditors being understated to that extent;

(g) Note no. B 11 of Notes on Accounts in Schedule M regarding non transfer of Rs. 74.37 lacs to Investor Education and Protection Fund for the reason stated therein;

5. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements, subject to our observations in Para 4 (vi) above and read together with the notes thereon, give in the prescribed manner the information required by the Companies Act, 1956 and also 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 the Companys affairs as at 31st March, 2010;

(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 of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

We further report that :

1 (a) During the year the Company has sold and / or discarded as scrap all items of Plant & Machinery, Land Lease Rights, Building and other assets except Furniture & Fixtures, Office Equipment and Computers. The Com- pany has maintained proper records showing full particulars including quantitative details and situation of the remaining fixed assets other than furniture and fixtures.

(b) As explained to us, all the assets have been physically verified by the management at reasonable interval during the year and no material discrepancies were noted therein. However, in the absence of book records of furniture and fixtures the differences, if any, between book records and physical verification could not be ascertained.

(c) As per the information and explanation given to us, other than as mentioned in (a) above, the Company has not disposed of substantial part of its other fixed assets during the year.

2 (a) During the Year the Company has written off the stock of all inventory of finished goods, stores, spare parts and raw material, except production scrap, as the same had no realizable value in the opinion of the management.

(b) No physical verification has been carried out in respect of the production scarp stock.

(c) In our opinion the Company is.not maintaining proper records in respect of such production scrap.

3 According to the books of account and records produced before us, the company has neither granted nor taken any loan, secured or unsecured to and from companies, firms or other parties covered in the register maintained under section 301 of the companies act, 1956. Accordingly, the clauses 4 (iii) (b) to (d) of the order are not applicable.

4 During the year the company has not purchased any stores, raw materials including components, plant and machinery, equipment and other similar assets nor has it sold any goods during the year and hence, in our opinion, clause 4 (iv) of the order in respect of purchase and sale of goods is not applicable. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5 In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register maintained under section 301 of the companies act, 1956. Accordingly, the clause 4 (v) (b) of the order is not applicable.

6 The company has not accepted any deposit from the public in terms of section 58A, of the Companies Act, 1956 and the rules framed there under. In respect of deposit accepted prior to 1976, the company has made repayment accord- ing to the Scheme of Arrangement sanctioned by the Bombay High Court, and there are no outstanding deposit at the year end except as stated in Note No. B 11 of Schedule M in notes on accounts.

7 There has been no internal audit carried out during the year.

8 The company has not carried out any manufacturing activity during the year and hence, in our opinion, clause 4 (viii) of the order in respect of maintenance of cost records as required under section 209 of the Companies Act, 1956 is not applicable.

9 (a) There has been no delay observed during the year in making statutory payments.

(b) As per the explanation and information given to us, there are no dues pending in dispute as on 31.03.2010 other than those stated below:

Name of Nature of Amount Authority Statute Dues where pending

Securities and Compounding Rs. 1,75,000 The Adjudicating Exchange charges Authority, Board of India Securities Regulation Act, and Exchange 1997. Board of India.

10 The accumulated losses at the end of the financial year of the company are more than 50% of its net worth. The company had incurred cash loss during the immediately preceding financial year. However, the company has not incurred cash loss during the current financial year.

11 The company has not borrowed any sums from financial institution and debenture holders and hence clause 4 (xi) of the order is not applicable to company.

12 The company has not granted any 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 or a nidhi / mutual benefit fund / society, therefore , the clause 4 (xiii) of the order is not applicable to the company.

14 In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

15 As per the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institution.

16 The company has not taken any term loan during the year.

17 In our opinion, the company has not used funds raised for short term purposes for long term investments and vice- versa.

18 The company has not made any preferential allotment of shares to any party.

19 The company has not issued any debentures and hence clause 4 (xix) of the order is not applicable to the company.

20 The company has not raised any funds through public issue during the year.

21 Based upon the audit procedures performed and on the basis of information and explanation provided 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 and on behalf of

V. PAREKH & ASSOCIATES

Chartered Accountants

FIRM REGISTRATION NO. 107488W

R.B.ANKLESARIA Mumbai PARTNER

Dated: 30TH SEPTEMBER 2010 MEMBERSHIP NO: 32194