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Auditor Report of Fischer Chemic Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of FISCHER CHEMIC LIMITED ("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 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.

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.

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/ loss for the year ended on that date; and

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

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

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (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.

The ANNEXURE referred to in paragraph 1 of the Our Report of even date to the members of FISCHER CHEMIC LIMITED_On the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been 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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii

(d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. The Central Government has not prescribed the maintenance of the cost records U/s. 209(1)(d) of the Companies Act, 1956 for any of the products of the company.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company have accumulated losses of Rs. 346.94 lacs as at 31.03.2014.The company has incurred cash losses during the financial year covered by our audit.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, 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 or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company did not deal in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in regard to investments made by company in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Ashvin Thumar & Co Chartered Accountants

Ashvin Thumar Membership No. 138376

Date: 14th August, 2014


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. FISCHER CHEMIC LIMITED, CHENNAI, as at March 31, 2012 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing statement 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 mis-statement. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by 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 paragraph 4 & 5 of the said Order.

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

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

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

c) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the balance sheet and the profit and loss account dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Dir*;tor is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to Note No.7 of the Annexure relating to strengthening of internal audit system, Note No. 26(a) of Schedule 20 - Notes to Accounts relating to non-obtaining of confirmation of balances from debtors, creditors and other parties, Note No. 26(d) of Schedule 20 - Notes to Accounts relating to their status under Micro, small and Medium Enterprises Development Act, 2006 give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet of the State of Affairs of the Company as at March 31, 2012;

ii. In the case of the profit and loss account, of the Loss for the year ended on that date;

iii. In the case of the Cash Flow statement of the cash flows for the year ended on that date.

Annexure to Auditors' Report

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

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The same needs to be updated.

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

(c) The company has not sold/disposed off any significant portion of the fixed assets during the year,

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. In respect of loans granted:

(a) The company had not granted any loan, secured or unsecured, to any party covered in the register maintained under section 301 of the Companies Act, 1956.

In respect of loans taken:

(a) The company had taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.43,25,607/- and the year-end balance of loans taken from such parties was Rs.43,25,607/-.

(b) No interest has been paid on such unsecured loans and the same is not prejudicial to the interest of the company or its members.

(c) There are no terms and conditions or period specified with regard to repayment of loans and hence we are unable to express an opinion on the repayment of loans taken or given.

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 nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. I n respect of transactions entered in the register maintained in pursuance of Section 301 of the Act:

a) According to the information and explanations given to me, the particulars of contracts or arrangements referred to in Section 301 of the Act that needed to be entered into the register have been so entered;

b) According to the information and explanations given to me, there were no purchase or sale transactions or provision of any services during the year with parties covered under Section 301 of the Companies Act, 1956

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the year as per the provisions of sections 58A and 58AA of the Companies Act, 1956

7. In our opinion, the internal audit system of the company needs to be strengthened to commensurate with the size and nature of its business carried on during the year under review.

8. In our opinion and according to the information and explanations given to me, maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 has not been prescribed for the products dealt by the company.

9. Statutory and other dues

(a) According to the information and explanations given to us, the company is regular in depositing the undisputed statutory dues relating to the contribution under Income Tax, Provident Fund Act, Employee's State Insurance Act and the Sales Tax dues, Wealth Tax, Fringe Benefit Tax wherever applicable to it with appropriate authorities. The Company is generally regular in depositing other statutory dues including Customs duty, excise-duty, cess and other statutory dues applicable to it with the appropriate authorities during the year.

(b) According to the information and explanations given to us, undisputed amounts payable in respect of contribution under Provident Fund Act, Employee's State Insurance Act, Wealth-tax under Wealth tax act and Fringe Benefit tax under Income Tax Act which were in arrears as at 31st March 2012 for a period of more than 6 months from the date they became payable are as given below:

Nature of Statute Nature of dues Amount Period to which (Rs.) the Amount relates

Income Tax Act, Fringe benefit 1961 tax 569,770 2005-06,2006- 07,2007-08, 2008-09

Wealth Tax Act, Wealth tax 100,166 2006-07,2007- 1957 08,2008-09.

(c) According to the information and explanations given to us, there was no dues income-tax/sales tax/service tax/ wealth tax/ customs duty/excise duty or cess which have not been deposited on account of any disputes during the year.

10. The company's accumulated losses exceeded its net worth at the end of the year. The company has incurred cash losses during the current year and in the year immediately preceding the current financial year.

11. According to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to the bank. The company does not have any debenture holders.

12. According to the information and explanations given to us and based on our examination of the documents and records, we are of the opinion that no loans or advances have been granted by the company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund or nidhi / mutual benefit fund/society. Therefore, provisions of clause (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

Accordingly, the provisions of clause (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. According to the information and explanations given to us and based on our examination of the documents and records, no guarantee was given by the company for loans taken by others from banks or other financial institutions during the year.

16. In our opinion and according to the information and explanation given to us, the Company had applied the any term loan for the purpose for which they were raised during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment No long-term funds have been used to finance short-term assets except permanent working capital.

18. The company has not any made preferential allotment of shares during the year to parties covered in the register maintained under section 301 of the Act.

19. The company had not issued any debentures in the current year.

20. The company had not raised any money through public issues during the year.

21. According to the information and explanations given to us, no fraud on or by the company was noticed or reported during the course of our audit.

For VIVEKANANDAN ASSOCIATES

Chartered Accountants Firm Registration No. 05268 S

N.SUBRAMANIAN

Partner

Date : 18thMay2012 Membership Number: 021628

 
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