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Auditor Report of Gillanders Arbuthnot & Company Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Gillanders Arbuthnot and Company Limited ('the Company'), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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 standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Other Matters

7. We did not audit the financial statements/ information of two divisions included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 14,731.50 lakhs as at 31st March, 2015 and total revenues of Rs. 37,072.58 lakhs for the year ended on that date, as considered in the standalone financial statements. The financial statements/information of these divisions have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these divisions, is based solely on the report of such branch auditors.

8. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

10. As required by Section 143 (3) of the Act, we report that:

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

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

c. The reports on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) of the Company audited under Section 143 (8) of the Act has been sent to us and have been properly dealt with by us in preparing our report.

d. 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.

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements as stated in Note 30.1 to the 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 has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.



Annexure to the Independent Auditor's Report

(Referred to in paragraph 9 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

We report that:

i. In respect of its fixed assets:

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

b) The fixed assets of the Company have been physically verified by the management and/or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies have been noticed on such physical verification. In our opinion, the frequency of verification is reasonable.

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company (excluding inventories with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them. In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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) On the basis of our examination of the inventories records, in our opinion, and according to information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. According to the information and explanations given to us, the Company has not granted any loan secured/ unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act. Consequently, the provisions of clauses iii (a) and iii (b) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and for the sale of the goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India, and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under with respect to deposits (from public).According to the information and explanations given to us no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal on the Company in respect of the aforesaid deposits.

vi. We have broadly reviewed the cost records maintained by the Company relating to its products (Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 148(1) of the Act, and are of the opinion that prima facie the prescribed Cost Records have been made and maintained. We have, however, not made a detailed examination of the cost record with a view to determine whether they are accurate or complete.

vii. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company is generally regular in depositing undisputed statutory dues, including provident fund, employees' state insurance, sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable, with the appropriate authorities.

There were no undisputed amounts payable in respect of provident fund, employees' state insurance, sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues in arrears as at 31st March 2015 for a period of more than six months from the date they became payable.

b) The particulars of dues of sales tax, income tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as applicable as at 31st March 2015 which have not been deposited on account of a dispute are as follows -

Name of the Nature of Amount Involved Statute Dues (Rs. in Lakhs)

The Central Sales Sales Tax 50.21 Tax Act, 1956

502.87

The West Sales Tax 30.25 Bengal Sales Tax Act, 1994 9.78

0.82

The West Sales Tax 185.38 Bengal Value Added Tax Act, 2005 178.55

Bengal Finance Sales Tax 15.66 (Sales Tax) Act,1941

Orissa Sales Sales Tax 0.53 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 (Orissa) Rules, 1957

The Central Excise Duty 34.32 Excise Act, 1944 63.33

Finance Act, Service Tax 339.22 1994 (Paid under Protest) Rs. 78.66 lakhs)

17.75 (Paid under Protest) Rs. 17.75 lakhs)

68.93 (Paid under Protest) Rs. 5 lakhs)

Income Tax Act, Income Tax 5.86 1961



Name of the Period to which Statute the amount relates

The Central Sales 2003-04 & 2004-05 Tax Act, 1956

2005-06 to 2011-12

The West 1996-97 & 1998-99 Bengal Sales Tax Act, 1994 2003-04 & 2004-05

2001-02

The West 2005-06 Bengal Value Added 2007-08 Tax Act, 2005 2009-10

2006-07

Bengal Finance 1985-86 (Sales Tax) Act,1941

Orissa Sales 1998-99 Tax Act, 1947

Central Sales Tax 1998-99 & (Orissa) Rules, 1957 1999-2000

The Central Upto 1987-88 Excise Act, 1944 Various periods from 1994-95 to 2007-08

Finance Act, 2003-04 to 1994 2011-12

2006-07 & 2007-08

2005-06 to 2010-11

Income Tax Act, 1987-88 1961





Name of the Forum where Dispute is Pending Statute

The Central Sales West Bengal Commercial Taxes Appellate and Tax Act, 1956 Revisional Board, Kolkata

Sr. Joint Commissioner of Sales Tax, Kolkata

The West Deputy Commissioner of Commercial Taxes, Kolkata Bengal Sales Tax Act, 1994 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Settlement of Dispute Board

The West Sr. Joint Commissioner Sales Tax, Kolkata Bengal Value Added Tax Act, 2005

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance West Bengal Commercial Taxes Appellate and (Sales Tax) Revisional Board, Kolkata Act,1941

Orissa Sales Additional Commissioner of Sales Tax, Cuttack Tax Act, 1947

Central Sales Tax Additional Commissioner of Sales Tax, Cuttack (Orissa) Rules, 1957

The Central Office of the Commissioner - Central Excise Excise Act, 1944 Office of the Additional / Deputy Commissioner of Central Excise

Finance Act, CESTAT, Kolkata 1994 CCE (Appeals) Bhubaneswar -II

Commissioner of Central excise (Appeals)

Income Tax Act, Hon'ble High Court at Calcutta 1961

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii. The Company does not have accumulated losses as at 31st March 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

x. In our opinion and according to the information and explanations given to us, the Company has given counter guarantee for issue of Stand By Letter of Credit (SBLC) for loans availed by the Wholly Owned Subsidiary from a bank and the terms and conditions whereof are prima facie not prejudicial to the interest of the Company.

xi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

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



For SINGHI & CO. Chartered Accountants Firm Registration No.302049E

Anurag Singhi 1-B, Old Post office Street, Kolkata. Partner Dated, the 29th day of May, 2015 Membership No.066274


Mar 31, 2014

1. We have audited the accompanying financial statements of Gillanders Arbuthnot and Company Limited("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting 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 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 the 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

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, 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.

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

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:

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

b) In the case of the Statement of Profit and Loss, of the profit 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

7. As required by the Companies (Auditor''s Report) Order, 2003(''the Order''), as amended, 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.

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

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

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

c. The Balance Sheet, 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, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of the section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on 31st March, 2014, and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Other Matter

9. The report on the accounts of Engineering (MICCO) Division and GIS Cotton Mill (a unit of Textile Division) carried out by Kothari & Company and Dutta Ghosh & Associates respectively has been forwarded to us as required under clause (c) of sub-section (3) of section 228 of the Companies Act, 1956 and have been dealt with in preparing our report in the manner considered necessary by us. Our opinion is not qualified in respect of other matter.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 7 under ‘Report on Other Legal and Regulatory Requirements'' section of our report of even date)

In our opinion and according to the information and explanations given to us during the course of our audit, we report that:

i. In respect of its fixed assets:

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

b) The fixed assets of the Company have been physically verified by the management and/or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies have been noticed on such physical verification. In our opinion, the frequency of verification is reasonable.

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

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company (excluding inventories with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them. In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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) On the basis of our examination of the inventories records, in our opinion, and according to information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act and according to information and explanations given to us:

a) 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) The Company has taken unsecured demand loans aggregating Rs. 6,090 Lakhs from 7 (Seven) parties during the year. At the year-end, the outstanding balance of such loans taken aggregated to Rs. Nil and the maximum amount outstanding during the year was Rs. 4,145 Lakhs.

f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories, fixed assets and for the sale of the goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us:

a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register maintained under the said Section have been so entered.

b) Where transaction exceeds the value of Rs. 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per information available with the Company.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under with respect to fixed deposits (from public). According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

vii. In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the Company and the nature of the business.

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

ix. According to the information and explanations given to us and the records of the Company examined by us:

a) The Company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

b) There were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable.

c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March 2014 which have not been deposited on account of a dispute are as follows –

Name of the Nature of Amount Involved Period to which the Statute Dues (Rs. in Lakhs) amount relates

The Central Sales Sales Tax 50.21 2003-04 & 2004-05 Tax Act, 1956

1,602.03 2005-06 to 2010-11

2.60 2006-07

The West Sales Tax 30.25 1996-97 & 1998-99 Bengal Sales Tax Act, 1994 9.78 2003-04 & 2004-05

0.82 2001-02

The West Bengal Sales Tax Various periods Value Added 638.04 from Tax Act, 2005 2005-06 to 2010-11

178.55 Quarter ended Sep 2006 & Mar 2007

Bengal Finance Sales Tax 15.66 1985-86 (Sales Tax) Act, 1941

Orissa Sales Sales Tax 0.53 1998-99 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 1998-99 & 1999-2000 (Orissa) Rules, 1957

The Central Excise Excise 34.32 Upto 1987-88 Act, 1944 Duty

63.33 Various periods from 1994-95 to 2007-08

Name of the Statute Forum where Dispute is Pending

The Central Sales Tax Act, 1956 West Bengal Commercial Taxes Appellate and Regional Board, Kolkata

Sr. Joint Commissioner of Sales Tax, Kolkata

The Appellate Deputy Commissioner CIT(II)

The West Bengal Sales Tax Act, 1994 Deputy Commissioner of Commercial Taxes, Kolkata

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Settlement of Dispute Board

The West Bengal Value Added Tax Act, 2005 Sr. Joint Commissioner Sales Tax, Kolkata

West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance (Sales Tax) Act, 1941 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, 1947 Additional Commissioner of Sales Tax, Cuttack

Central Sales Tax (Orissa) Rules, 1957 Additional Commissioner of Sales Tax, Cuttack

The Central Excise Act, 1944 Office of the Commissioner - Central Excise Office of the Additional /Deputy Commissioner of Central Excise

Name of the Nature of Amount Involved Period to which the Statute Dues (Rs. in Lakhs) amount relates

Finance Act, 1994 Service Tax 339.22 2003-04 to (Paid under Protest 2011-12 Rs. 58.81 lakhs)

16.68 April 2012 to June 2012

17.75 2006-07 to 2007-08 (Paid under Protest Rs. 17.75 lakhs)

68.93 (Paid 16.06.05 to under Protest Sep ‘10 Rs. 5 lakhs)

Income Tax Income Tax 5.86 1987-88 Act, 1961



Name of the Statute Forum where Dispute is Pending

Finance Act, 1994 CESTAT, Kolkata

Additional Commissioner, Central Excise & Service tax, Jamshedpur

CCE (Appeals) Bhubaneswar-II

Commissioner of Central excise (Appeals)

Income Tax Act, 1961 Hon''ble High Court at Calcutta

x. The Company does not have accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

xii. 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.

xiii. In our opinion, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name.

xv. In our opinion and 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. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

xvi. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long- term investment.

xviii.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.

xix. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

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

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

For Singhi & Co.

Chartered Accountants Firm Registration No.302049E

Anurag Singhi

Partner Kolkata, 26th May, 2014 Membership No: 066274


Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of Gillanders. Arbuthnot and Company Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of signicant 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 principles generally accepted in India Including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''), This responsibality 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,

Auditors'' 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 obtian 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 auditors 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 ue have obtained is sufficient and appropriate to provide a base for our audit opinion.

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:

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

b) In the case of the statement or 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

7. As required by the Gjmpariiies (Auditors Report Order, 2003 (the Order''), issued by the Central Government of India in terms of sub-section (4A) of secticn 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 or the Order.

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

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

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

c. The Balance Sheet, 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, Statement of Profit and Loss and Cash Flow statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

e. On the basis of written representations received from the directors as an 31st March 2013, and taken an record by the board of directors, we report that none of the directors are disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (l) of section 274 of the Act.

Other Matter

9. The report on the audit of Engineering (MICCO) Division and GIS Cotton Mill (unit of Textile Division) carried out by Kothari 6 Company and Dutta Ghosh & Associates respectively have been forwarded to us as required under clause (c) of sub-section (3) of section 228 of the Companies Act, 1956 and Our opinion is based solely on the reports of the other auditors. Our opinion Is not qualified in respect of other matter.

i. In respect of its fixed assets:

a) The Company has maintained proper records Showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets of the company have been physically verified by the management and/or by a firm of Chatered Accountants on behalf of the management during the year and no material discrepancies between the book record and the physical stock have been noticed. In our opinion, the frequency of verification is reasonable.

c) In our opinion and according to the information and explainations given to us, a substantial part of feed assets has net been disposed of by the Company during the year.

ii. In respect of its inventories:

a) As explained to us, the inventories of the Company {excluding Inventories. with thad parties) has been physically verified during the year by the management or by a firm of Chartered Accountants an behalf of the management during the year. In respect of stock lying with third parties; those have substantially been confirmed by them and/or have been verified with reference to subsequent sale, In our opinion the frequency of such verification is reasonable.

b) In our opinion, and according to 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 me nature of its business.

c) On the basis of our examination of the Inventories records. In our opinion, and according to Information and explanations given to us, the Company has maintained proper records of inventories. The discrepancies noticed on physical verification of Inventories as compared to book record were not material.

iii. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintaned under Section 301 of the Act and according to information and explanations given to us:

a) The Company has granted unsecured loans aggregating r 50 Lakhs to l (one) party and repaid during the year. The maximum amount outstanding during the year was T 50 Lakhs.

b) The rate of Interest and other terms and conditions of such loan is, in our opinion, prima facie not prejudicial to the interest of the Company.

c) The receipts or principal amounts have been as per stipulations and there have been no delay in receipts of Interests.

d) Since, there is no overdue amount of principal and Interest; hence dause 4(iii) (d) of the order is not applicable.

e) The Company has taken unsecured demand loans aggregating Rs. 1,565 Lakhs from 6 (Six) parties during the year. At the year-end, the outstanding balance of such loans taken aggregated to T 430 Lakhs and the maximum amount outstanding during the year wast T 2,100 Lakhs.

f) In our opinion, the rate of Interest and other terms and conditions of such loans are not prima facie prejudicail to the interest of the Company.

g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

iv. In our opinion and according to the Information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of iventories, fixed assets and for the sale of the goods and service. Further, on the basis of our examination of the books and records of the Company, and according to the Information and explainations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses In aforesaid Internal control system.

v. In respect of contracts or arrangements entered in the Register maintained In pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explaination given to us:

a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section has been so entered.

b) Where transaction exceeds the value of T 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per Information available with the Company.

vi. In our opinion and acoorcding to the Information and explainations given to us, the Company has complied with the directives issued by Reserve Bank, of India and the provisions or Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under with respect to fixed deposits (from public). According to the Information and explainations given to us, no Order has been passed by the Company Law Board or National company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company In respect of the aforesaid deposits.

vii. In our opinion, the internal audit Functions carried out during the year by firms of Chartered Accountants appointed by the management have been comrrensurate with the Company and the nature of the business.

viii. We have broadly reviewed the cost records maintained by the Company relating to its products {Tea plantation, Textile, Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act, and are of the opinion that prima facie the prescribed cost records have- been made and maintained. We have, however, not made a detailed examination of the cost records with a veiw to determine whether they are accurate or complete.

ix. According to the information and explainations given to us and the records of the Company examined by us:

a) The Company has been generaly regular In depositing the undisputed statutory dues indudinn Provident Fund, investor Education and Protection Fundr Employees'' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

b) There- were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable.

c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March 2013 which have not been deposited on account of a dispute are as follows-



Name of the Statute Nature of Dues Amount Involved (T in Lakhs)

The Central Sales Sales Tax 15.61 Tax Act, 1956

1254.81

2.60

The West Bengal Sales Tax 30.25 Sales Tax Act, 1994 9.78

0.82

West Bengal Value Sales Tax 577.15 Added Tax Act, 2005

179,55

Bengal Finance Sales Tax 15.66 (Sales Tax) Art, 1941

Orissa Sales Sales Tax 0.53 Tax Act, 1947

Central Sales Tax Sales Tax 9.30 (Orissa) Rules, 1957

Central Excise Excise 34.32 Act, 1944 Duty 63.33



Period to which the amount relates Forum where Dispute is Pending

2003-04 & 2004-05 West Bengal Commercial Taxes Appelate and Revisional Board, kolkata

2004-05, 2005-06, 2006-07, 2007-08, Sr. Joint ommissioner of Sales Tax, Kolkata

2006-07 The Appellate deputy Commissioner CTT(II)

1996-97 & 1998-99 Deputy Commissioner of Commercial Taxes, Kolkata

2003-04 & 2004-05 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

2001-02 Settlement of Dispute Board

2005-06, 2007-08, 2008-09 & Quarter Sr. Joint Commissionerner Sales Tax, Kolkata ended Jun 2006, Dec 2006, Jun 2010 & Dec 2010

Quarter ended West Bengal commercial Taxes Appelate Sep 2006 & Mar 2007 and Revisional Board, Kolkata

1985-86 West Bengal Commercial Taxes Appelate and Revisional Board, Kolkata

1998-99 Additional Ccmmissioner of Sales Tax, Cuttack

1998-99 & 1999-2000 Additional Commissioner of Sales Tax, Cuttack

Upto 1987-88 Office of the Commissioner - Central Excise

Various periods from Office of the Additional /Deputy 1994-95 to 2007-08 Commissioner of Central Excise



Name of the Nature of Amount Involved Statute Dues (ft In Lakhs)

Finance Act, Service Tax 42.46 {Paid under 1994 Protest r 15 Lakhs}

47.62 (Paid under Protest r 43.81 Lakhs}

17.75 (Paid under Protest f 17.75 Lakhs)

83.60

143.42

112.56

2.85

39.00 {Paid Under Protest r 5 lakhs}

Income Tax Income Tax 5.86 Act, 1961

Period to which the amount relates Forum where Dispute is Pending

2003-04 to 2006-07 Appelate Tribunal, Kolkata

2004-05, 2005-06 & CCE (Appeals) Ranchi 2008-09

2006-07 & 2007-08 CCE (Appeals) Bhubaneswar-II

2005-06 to 2008-09 Commissioner Bhubaneswar-I

2007-2012 Commissioner Central Excise & Service Tax, Jamshedpur

2006-11 CESTAT, Kolkata

2011-12 Deputy Ccmmissioner Central Excise & Service Tax, Jamshedpur

2005-06 to 2010-11 CCE (Appeal}

1987-88 High Court, Kolkata



x. The Company does not have accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explainations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date.

The Company had neither any outstanding debenture during the year.

xii. According to the information and explianations 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.

xiii. In our opinion,, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

xiv. In our opinion and according to the Information and explanations given to us, the Company is not a dealer or trader in shares, securities debentures and other investments. The Company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactiona and contacts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company In its own name.

xv. In our opinion and according to the information and explainations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

xvi. In our opinion, and according to the information and explainations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

xvii. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the iformation and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

xiii. The Company has not made amy preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix. The Company has not Issued any debentures and accordingly the question of creation of securities in this regard does not arise.

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

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





For Singhi & Co.

Chartered Accountants

(Firm Registration No. 302049E)

Rajiv Singhi

kolkata Partner

29th May, 2013 Membership No: 053518


Mar 31, 2012

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot And Company Limited ('the Company'), as at 31st March 2012, and the related Statement of Profit and 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 Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Engineering (MICCO) Division and GIS Cotton Mill (unit of Textile Division) carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause (c) of sub-section 3 of Section 228 of the Companies Act 1956 of India ('the Act') and has been considered in preparing our report.

3. 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 from 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.

4. 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 Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

5.1 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;

5.2 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;

5.3 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;

5.4 In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

5.5 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 none of the directors are disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

5.6 In our opinion and to the best of our information and according to the explanations given to us, they said account read together with the notes thereon and attached thereto give, the information required by the Act in the manner so required and also give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

1 . In respect of fixed assets

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

(b) The fixed assets of the Company have been physically verified by the management or by a form of Chartered Accounts on behalf of management during the year and no material discrepancies between the book records and the physical inventory has been noticed. In our opinion, the frequency of verification is reasonable.

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

2. In respect of its inventories

(a) As explained to us, the inventory of the Company (excluding stocks with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of such verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, and according to information and explanations given to us the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act and according to information and explanations given to us :

(a) The Company has granted unsecured loans aggregating Rs.50 Lakhs to 1 (one) party, and repaid during the year. The maximum amount outstanding during the year was Rs.50 Lakhs.

(b) The rate of interest and other terms and conditions of such loans is, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) The receipts of principal amounts have been as per stipulations and there have been no delay in receipts of interests.

(d) Since, there is no overdue amount of principal and interest, hence clause 4(iii)(d) of the order is not applicable.

(e) The Company has taken unsecured demand loans aggregating Rs. 613 Lakhs from 6 (Six) parties. At the year-end, the outstanding balance of such loans taken aggregated to Rs. 535 Lakhs and the maximum amount outstanding during the year was Rs. 570 Lakhs.

(f) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(g) The principal amount is due for repayment on demand and the Company has been regular in payment of interest.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to the purchase of inventory, fixed assets and for the sale of the goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act, to the best of our knowledge and belief and according to the information and explanations given to us :

(a) The particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where transaction exceeds the value of Rs. 5 Lakhs in respect of each party during the year, the transactions have been made at prices which appear reasonable as per information available with the Company.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by Reserve Bank of India and the provisions of Sections 58A, 58AA or any other relevant provisions of the Act and the rules framed their under.

According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.

7. In our opinion, the internal audit functions carried out during the year by firms of Chartered Accountants appointed by the management have been commensurate with the size of the company and the nature of the business.

8. We have broadly reviewed the cost records maintained by the Company relating to certain products (Tea Plantation, Textile, Chemical and Engineering) pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1) (d) of the Act and are of the opinion that prima facie the prescribed cost records have been maintained.

We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and the records of the Company examined by us :

(a) The Company has been generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities.

(b) There were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable, except in respect of service tax as stated below :

Name of Nature of Dues Amount Period to which the Statute (Rs. in lakhs) the amount relates

Finance Act, 1994 Service Tax 17.06 June'07 to Aug'11

(c) The particulars of dues of Income-tax, Sales-tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess as applicable as at 31st March, 2012 which have not been deposited on account of a dispute are as follows -

Name of the Nature of Dues Amount Period to which the Forum where Dispute Statute involved amount relates is Pending (Rs. in lakhs)

Central Sales Tax Act, Sales Tax 15.61 2003-04, 2004-05 West Bengal Commercial 1956 Taxes Appellate and Revisional Board, Kolkata

313.17 2004-05, 2005-06, 2006-07 & Sr. Joint Commissioner of 2007-08 Sales Tax, Kolkata 2.60 2006-07 The Appellate Deputy Commissioner CIT (II)

The West Bengal Sales Sales Tax 30.25 1996-97 & 1998-99 Deputy Commissioner Tax Act, 1994 of Commercial Taxes, Kolkata

9.78 2003-04 & 2004-05 West Bengal Commercial

Taxes Appellate and Revisional Board, Kolkata 0.82 2001-02 Settlement of Dispute Board

West Bengal Value Sales Tax 184.38 2005-06, 2007-08 & Quarter Sr. Joint Commissioner of

Added Tax Act, 2005 ended June 2006 & Dec 2006 Sales Tax, Kolkata

178.55 Quarter ended Sept 2006 West Bengal Commercial & March 2007 Taxes Appellate and Revisional Board, Kolkata

Bengal Finance Sales Tax 15.66 1985-86 West Bengal Commercial

(Sales Tax) Act, 1941 Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, Sales Tax 0.53 1998-99 Additional Commissioner 1947 of Sales Tax, Cuttack

Central Sales Tax Sales Tax 9.30 1998-99 & 1999-2000 Additional Commissioner (Orissa) Rules, 1957 of Sales Tax, Cuttack

Central Excise Act, Excise Duty 34.32 Up to 1987-88 Office of the Commissioner 1944 Central Excise

63.33 Various periods from 1994-95 to Office of the Additional/ Deputy 2007-08 Commissioner of Central Excise

Finance Act, 1994 Service Tax 42.46 2003-04 to 2006-07 Appellate Tribunal, Kolkata

49.55 2004-05, 2005-06 & 2008-09 CCE (Appeals), Ranchi

17.75 2006-07 & 2007-08 CCE (Appeals) Bhubanes war - II 83.60 2005-06 to 2008-09 Commissioner, Bhubaneswar - I

Income Tax Act, 1961 Income Tax 5.86 1987-88 High Court, Kolkata

10. The Company does not have accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

12. According to the information and explanation 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. In our opinion, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. The company has invested surplus funds in marketable securities and mutual funds. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name.

15. In our opinion and 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. Accordingly, the provisions of clause (xv) of Paragraph 4 of the Order are not applicable to the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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.

19. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

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

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

For Singhi & Co.

Firm Registration Number - 302049E

Chartered Accountants

Rajiv Singhi

Partner

Kolkata, 29th May, 2012 Membership No. 053518


Mar 31, 2011

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot And Company Limited, as at 31st March 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Modern India Construction Company Division and GIS Cotton Mill Division carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause (c) of sub-section 3 of Section 228 of the Companies Act 1956 of India ('the Act') and has been considered in preparing our report.

3. 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 rea- sonable assurance about whether the financial statements are free of material misstatement. An audit includes ex- amining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and sig- nificant estimates made by management, as well as evalu- ating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. 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 explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

5.1 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;

5.2 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;

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

5.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

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

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

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2011:

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

(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 4 of the Auditors' Report of even date to the members of Gillanders Arbuthnot and Company Limited on the financial statements for the year ended 31st March 2011]

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

(b) The fixed assets of the Company have been physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

2. (a) As explained to us, the inventory of the Company (excluding stocks with third parties) has been physically verified during the year by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of such verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii)(b), (c), and (d) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not taken any loan, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4 (iii) (f) and (g) of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of the business for the purchase of inventory, fixed assets and for the sale of the goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Act and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

8. We have broadly reviewed the books of account maintained by the Company relating to certain products (Tea Plantation, Textile and Chemical) where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. To the best of our knowledge and according to the information and explanations given to us, the Central Government of India under the aforesaid Act have not prescribed the maintenance of cost records for other products of the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales- Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Cess and other material statutory dues as applicable, with the appropriate authorities. As at 31st March 2011, there were no arrears in respect of the aforesaid dues for a period of more than six months from the date they became payable, except in respect of service tax as stated below:

Name of Nature of Dues Amount Period to which Due Date Date of the Statute (Rs. in lacs) the amount relates Payment

Finance Act, 1997 Service Tax on 2.27 1997-98 June, 2002 Not paid freight bills

b) Further, since the Central Government of India has till date not prescribed the amount of cess payable under Section 441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customsst duty, excise duty and cess as applicable as at 31 March 2011 which have not been deposited on account of a dispute, are as follows –

Name of the Nature of Dues Amount Statute (Rs. in lacs)

Central Sales Tax Act, Sales Tax 82.01 1956

249.37

The West Bengal Sales Sales Tax 31.17 Tax Act, 1944

9.68

West Bengal Value Added Sales Tax 184.38 Tax Act, 2005

178.55

Bengal Finance Sales Tax 15.66 (Sales Tax) Act, 1941

Orissa Sales Tax Act, 1947 Sales Tax 0.53

Central Sales Tax (Orissa) Sales Tax 9.30 Rules, 1957

Central Excise Act, 1944 Excise Duty 34.32 63.33

Finance Act, 1997 Service Tax 42.46 (Paid under protest Rs. 15)

Income Tax Act, 1961 Income Tax 5.86



Name of the Period to which the Forum where Dispute Statue amount relates is Pending

Central Sales Tax Act, 1956 2003-04, 2004-05 & 2005-06 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

2006-07 & 2007-08 Sr. Joint Commissioner of Sales Tax, Kolkata

The West Bengal Sales Tax Act, 1944 1996-97, 1998-99, 2001-02 & Additional/Deputy Commissioner 2004-05 of Commercial Taxes, Kolkata Revisional Board, Kolkata

2003-04 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

West Bengal Value Added Tax Act, 2005 2005-06, 2007-08 Sr. Joint Commissioner of & Quarter ended Jun 06 & Dec 06 Sales Tax, Kolkata

Quarter ended Sep 06 & Mar 07 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Bengal Finance (Sales Tax) Act, 1941 1985-86 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata

Orissa Sales Tax Act, 1947 1998-99 Additional Commissioner of Sales Tax, Cuttack

Central Sales Tax (Orissa) Rules, 1957 1998-99 & 1999-2000 Additional Commissioner of Sales Tax, Cuttack

Central Excise Act, 1944 Upto 1987-88 Office of the Commissioner- Central Excise

Various periods from 1994-95 to Office of the Additional/ Deputy 2007-08 Commissioner of Central Excise

Finance Act, 1997 2003-04 to 2006-07 CCE (Appeal), Kolkata

Income Tax Act, 1961 1987-88 High Court, Kolkata

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

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

12. According to the information and explanation given to us, 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 provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the company.

14. In our opinion and according to the information and explanation given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions in an earlier year is prima facie not prejudicial to the interests of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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.

19. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the Generally Accepted Auditing Practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Singhi & Co.

Firm Registration Number - 302049E

Chartered Accountants

Rajiv Singhi

Partner Kolkata, 30th May, 2011 Membership No. 053518


Mar 31, 2010

1. We have audited the attached Balance Sheet of Gillanders Arbuthnot and Company Limited, as at 31st March 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. The report on the audit of Modern India Construction Division and GIS Cotton Mill Division carried out by Bagree & Co and Dutta Ghosh and Associates respectively has been forwarded to us as required under clause(c) of sub- section 3 of Section 228 of the companies Act 1956 of India (‘the Act) and has been considered in preparing our report.

3. 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.

4. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors 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 explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

5.1 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;

5.2 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;

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

5.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act;

5.5 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 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

5.6 In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, subject to Note 8b(i) of schedule 19 to the accounts regarding non ascertainment of value of green leaf consumed, in the prescribed manner, the information required by the Act, and also give a true and fair view in conformity with the accounting priciples generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2010;

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

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. ANNEXURE TO AUDITORS REPORT [Referred to in paragraph 4 of the Auditors Report of even date to the members of Gillanders Arbuthnot and Company Limited on the financial statements for the year ended 31st March 2010]

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

(b) The fixed assets of the Company have been physically verified by the management or by a firm of Chartered Accountants on behalf of the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

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

2. (a) The inventory of the Company (excluding stocks with third parties) has been physically verified by the management or by a firm of Chartered Accountants on behalf of the management during the year. In respect of stock lying with third parties, those have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In view of our comment in paragraph 3(a) above, clauses (iii)(b),(iii)(c), and (iii)(d) of paragraph 4 of the aforesaid order are not applicable.

4. (a) The Company has taken unsecured demand loans, from five companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to Rs. 1000.00 lacs and Rs. Nil respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the company.

c) According to the information and explanations given to us, there are no stipulations regarding payment of principal amounts and payment of interest in respect of the aforesaid loans and the Company has during the year, repaid the principal amounts and paid the interest.

5. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of the business for the purchase of inventory, fixed assets and for the sale of the goods and services. 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, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

6. (a) In our opinion and according to the information and

explanations given to us, 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) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

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

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

9 We have broadly reviewed the books of account maintained by the Company relating to certain products (Tea Plantation, Textile and Chemical) where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

To the best of our knowledge and according to the informations and explanations given to us, the Central Government of India under the aforesaid Act have not prescribed the maintenance of cost records for other products of the Company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

10 a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, with the appropriate authorities. As at 31st March 2010, there were no arrears in respect of the aforesaid dues for a period of more than six . months from the date they became payable, except in respect of service tax as stated below :

Name of Nature of Amount Period to Due Date Date of the Dues which Statute (Rs. in the amount Payment lacs) relates Finance Act, 1997 Service Tax on 2.27 1997-98 June, 2002 Not paid freight bills

b) Further, since the Central Government of India has till date not prescribed the amount of cess payable under Section 441A of the Act, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(c) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, sales-tax, wealth tax, service tax, customsst duty, excise duty and cess as applicable as at 31 March 2010 which have not been deposited on account of a dispute, are as follows –

Name of the Nature of Dues Amount Statute (Rs. in lacs)

Income Tax Act, 1961 Income Tax 5.86

Central Sales Tax Act, Sales Tax 8.21 1956

7.40

66.40

The West Bengal Sales Sales Tax 1.44

Tax Act, 1944

0.82

0.10

28.81

9.68

West Bengal Value Sales Tax 15.56

Added Tax Act, 2005

Bengal Finance Sales Tax 15.66

(Sales Tax Act, 1941)

Central Excise Excise Duty 13.21

Act, 1944

21.11

8.11

Central Excise Act, 1944 Excise Duty 5.34

On Manufacture 16.01 and sale of various goods Availment of 3.26 Modvat Credit

Applicable rate 1.30 of duty on sales through Depots/ Agents

Cenvat, Cess and 27.33 Penalty Miscellaneous 2.75

Orissa Sales Sales Tax 0.53

Tax Act,1947

Central Sales (Orissa) Sales Tax 9.30

Rules, 1957

Period to which Forum where Dispute the amount relates is Pending

Income Tax Act, 1961 Year ended 31st March, 1988 High Court, Kolkata

Central Sales Tax Act, 31st March, 2005 West Bengal Commercial 1956 Taxes Appellate and Revisional Board, Kolkata

2003-04 West Bengal Commercial Taxes Appellate and Revisional Board, Kolkata 31st March, 2006 Sr.Joint Commissioner Sales Tax, Kolkata

The West Bengal Sales 4 quarters ended The Deputy Commissioner Tax Act, 1944 31st March, 1997 of Commercial Taxes - Corporate Division, Kolkata

31st March, 2002 Additional Commissioner of Commercial Taxes - Corporate Division, Kolkata 31st March, 2005 The Deputy Commissioner of Commercial Taxes - Corporate Division, Kolkata

Year ended Deputy Commissioner, 31st March, 1999 Kolkata

Year ended West Bengal Commercial 31st March, 2004 Taxes Appellate and Revisional Board, Kolkata

West Bengal Value 31st March, 2006 Sr. Joint Commissioner Added Tax Act, 2005 Sales Tax, Kolkata

Bengal Finance Year ended, West Bengal Commercial (Sales Tax Act, 1941) 31st March, 1986 Taxes, Appellate and Revisional Board, Kolkata

Central Excise Year ended Commissioner, Central Act, 1944 31st March, 1988 Excise and Customs, Bhubneshwar - I

Upto 21.08.1985 Commissioner of Central Excise (Appeal)

2000-01 Office of the Commissioner- and 2001-02 Central Excise, Kolkata



Central Excise Act, 1944 2007-08 Office of the Commissioner- Central Excise, Kolkata. From March, 1995 to January, Office of the Additional 2002 Commissioner of Central Excise, Kolkata.

From November, 1994 to Office of the Additional / April 1995 Deputy Commissioner of Central Excise, Kolkata. From April 1995 to March2007 Office of the Additional /Deputy Commissioner of Central Excise, Kolkata.

July 2007 Office of the Commissioner of Central Excise, Kolkata

From March 1994 to Office of the March 1995 Commissioner/Deputy Additional/ Commissioner of Central Excise, Kolkata

Orissa Sales Year ended 31st Tax Act,1947 March, 1999 Assistant Commissioner Sales Tax, Cuttack

Central Sales (Orissa) Year ended 31st Rules, 1957 March, 1999 Assistant Commissioner and 31st March,2000 Sales Tax, Cuttack.

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

12. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or banks at the Balance Sheet date. The Company had neither any outstanding debenture at the beginning of the year nor has it issued any debenture during the year.

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

14. The provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/societies are not applicable to the Company.

15. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

16. In our opinion and 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 during the year.

17. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

18. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

19. 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.

20. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

21. The Company has not raised any money from public issue during the year.

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

FOR PRICE WATERHOUSE

Firm Registration Number : 301112E Chartered Accountants

P. Law

Partner

Membership Number 51790

Kolkata, 30th June 2010.