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Auditor Report of Godfrey Philips India Ltd.

Mar 31, 2016

We have audited the accompanying standalone financial statements of GODFREY PHILLIPS INDIA LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, 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

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 prescribed under section 133 of the Act. This responsibility also includes maintenance of adequate records in accordance with the provisons 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these 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 thereunder and the Order under Section 143(11) of the Act.

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

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

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

Opinion

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, 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(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 - Refer Note 33 (a) 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 - Refer Note 36 (b) to the financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education Protection Fund by the Company - Refer Note 34 (b) to the financial statements.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than goods in transit for which subsequent receipts have been verified in most of the cases.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for tea. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, 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.

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

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Customs Duty and Cess which have not been deposited on account of any dispute. The details of dues of Sales Tax, Value Added Tax, Excise Duty, Service tax and Income-tax which have not been deposited as on 31st March, 2016, on account of disputes are given below:

Name of Nature of Amount Amount the statue the dues of dues* deposited (Rs. lacs) (Rs. lacs)

Sales Tax Sales tax 274.97 165.71 Acts

300.14 120.00

Central Excise duty 40.84 11.70 Excise Act, and Service tax 1944 1802.51 329.72

Income Tax Income tax 244.00 244.00 Act, 1961 127.17 127.98

252.93 270.85

Name of the Statute Period to which Forum where the amount dispute is relates pending

Sales Tax Acts 1995-96, 2001-02, Sales Tax Tribunal 2006-07, 2007-08, 2012-13, 2014-15

2008-09 to 2015-16 Upto Commissioners'' Level

Central Excise Act, 1944 2012-13, 2013-14 Upto 2008-09 to 2013-14 Commissioners'' Level

2003-04 to 2012-13 Customs, Excise & Service Tax Appellate Tribunal

Income Tax Act,1967 1979 to 1982, High Court 1995-96 to 1997-98

2009-10, 2010-11 Income Tax Appellate Tribunal

1999-00, Upto 2005-06 to 2008-09 Commissioners'' 2010-11 Level

* amount as per demand orders, including interest and penalty, wherever quantified in the Order.

Further, as per information available with the Company, the concerned authority is in appeal against favourable orders received by the Company in respect of the following matters:

Name of the Nature Amount Period to which the statue (Rs. lacs) amount relates

Income Tax Act, Income tax 340.54 1969, 1974 to 1977, 1961 1991-92, to 1994-95 2001-02 to 2003-04

U.P. Krishi Mandi Cess 108.20 1997-98 to 1998-99 Utpadan Mandi Adhiniyam

Central Excise Excise duty 8.32 2010-11 Act, 1944

122.71 2009-10, 2010-11, 2012-13

Sales Tax Acts Sales tax 10.40 2007-08

Name of the Statue Forum where department has preferred appeal

Income Tax Act, 1961 High Court

U P Krishi Utpadan Mandi Adhiniyam Supreme Court

Central Excise Act, 1944 Upto Commissioners'' Level

Customs, Excise & Service Tax Appellate Tribunal

Sales Tax Acts High Court

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has neither raised any amount from the financial institutions and government nor has issued any debentures.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised any money by way of initial public offer/further public offer (including debt instruments).

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid /provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-I of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

Manjula Banerji

Place : Gurgaon (Partner)

Date : May 30, 2016 (Membership No. 086423)


Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GODFREY PHILLIPS INDIA 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

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 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 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 judgements 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.

Auditors' Responsibility

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 thereunder.

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

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

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid 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.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 35 (a) 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 – Refer Note 38 (b) to the financial statements.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education Protection Fund by the Company – Refer Note 36 (b) to the financial statements.

(i) In respect of its fixed assets:

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

(b) The Company has a system of physical verification of fixed assets which is designed to cover all the fixed assets once in a period of three years and in accordance therewith, no physical verification was due during the current year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(ii) In respect of its inventories:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than goods in transit for which subsequent receipts have been verified in most of the cases.

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

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

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 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.

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

(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Wealth Tax, Customs Duty, Excise Duty, Entry Tax, Cess and other material statutory dues applicable to it with the appropriate authorities and has generally been regular in respect of dues of tax deducted at source, service tax, sales tax, and value added tax.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

(c) There are no dues of Wealth Tax, Customs Duty and Cess which have not been deposited on account of any dispute. The details of dues of Sales Tax, Value Added Tax, Excise Duty, Service tax and Income-tax which have not been deposited as on 31st March, 2015, on account of disputes are given below:

Name Nature of Amount Amount of the the dues of dues* deposited statute (Rs. lacs) (Rs. lacs)

Sales Tax Sales tax 57.13 29.94 Acts

234.60 75.22

Central Excise 1.00 - Excise duty and Act, Service tax 1944 1806.19 329.72

Income Income 244.00 244.00 Tax Act, tax 1961

380.92 281.47

Name of the Statute Period to which the Forum where amount relates dispute is pending

Sales Tax Acts 1995-96, 1998-99, Sales Tax Tribunal 1999-00, 2001-02, 2006-07, 2014-15

2005-06, Upto Commissioners' 2008-09 to 2014-15 Level

Central Excise Act, 1944 2013-14 Upto Commissioners' Level

2003-04 to 2012-13 Customs, Excise & Service Tax Appellate Tribunal

Income Tax Act, 1961 1979 to 1982, High Court 1995-96 to 1997-98

1999-00, 2000-01, Upto Commissioners' 2005-06 to 2011-12 Level

* Amount as per demand orders, including interest and penalty, wherever quantified in the Order.

Further, as per information available with the Company, the concerned authority is in appeal against favourable orders received by the Company in respect of the following matters:

Name of the Nature Amount statute (Rs. lacs)

Income Tax Act, Income 340.54 1961 tax

U.P. Krishi Mandi 108.20 Utpadan Mandi cess Adhiniyam

Central Excise Act, Excise 8.32 1944 duty

249.20

Sales Tax Acts Sales tax 10.40

Name of the Statute Period to which the Forum where department amount relates has preferred appeal

Income Tax Act, 1961 1969, 1974 to 1977, High Court 1991-92 to 1994-95, 2001-02, 2003-04

U P Krishi Utpadan Mandi Adhiniyam 1997-98 to 1998-99 Supreme Court

Central Excise Act, 1944 2010-11 Upto Commissioners' Level

2009-10, 2010-11, Customs, Excise & Service Tax 2012-13 Appellate Tribunal

Sales Tax Acts 2007-08 High Court

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder.

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

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has neither raised any amount from financial institutions nor has issued any debentures.

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

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

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

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm Registration No. 015125N)

Manjula Banerji

(Partner)

Place : Gurgaon (Membership No. 086423)

Date : May 30, 2015


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of GODFREY PHILLIPS INDIA LIMITED ("the Company")'' which comprise the Balance Sheet as at 31st March'' 2013'' the Statement of Proft and Loss and the Cash Flow Statement for the year then ended'' and a summary of the signifcant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position'' fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act'' 1956 ("the Act") 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 fnancial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditors’ Responsibility

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

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

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

Opinion

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

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

(b) in the case of the Statement of Proft and Loss'' of the proft of the Company for the year ended on that date ;and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion'' the Balance Sheet'' the Statement of Proft and Loss'' and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211(3C) of the Act.

(e) On the basis of the written representations received from the directors as on 31st March'' 2013 taken on record by the Board of Directors'' none of the directors is disqualifed as on 31st March'' 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

Having regard to the nature of the Company’s business/activities/result'' clauses 4 (x) and (xiii) of the Companies (Auditor’s Report) Order'' 2003 (hereinafter referred to as the Order) are not applicable to the Company.

(i) In respect of its fxed assets:

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

(b) As explained to us'' the Company has a system of physical verifcation of fxed assets which is designed to cover all fxed assets once in a period of three years and in accordance therewith'' the fxed assets have been physically verifed during the current year. According to the information and explanations given to us'' no material discrepancies were noticed on such verifcation. In our opinion'' the frequency of physical verifcation is reasonable having regard to the size of the Company and the nature of its fxed assets.

(c) The fxed assets disposed off during the year'' in our opinion'' do not constitute a substantial part of the fxed assets of the Company and such disposal has'' in our opinion'' not affected the going concern status of the Company.

(ii) In respect of its inventory:

(a) As explained to us'' the inventories were physically verifed during the year by the management at reasonable intervals other than goods in transit for which subsequent receipts have been verifed in most of the cases.

(b) In our opinion and according to the information and explanations given to us'' the procedures of physi- cal verifcation of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) In respect of loans'' secured or unsecured'' granted by the Company to companies'' frms or other parties covered in the Register maintained under Section 301 of the Companies Act'' 1956("the Act")'' according to the information and explanations given to us:

(a) The Company has granted unsecured loan amounting to Rs. 200 lacs to a company during the year. The maximum amount due during the year in respect of such loan was Rs. 300 lacs and the year-end balance is Rs. 200 lacs.

(b) The rate of interest and other terms and conditions of such loan are'' in our opinion'' prima-facie'' not prejudicial to the interest of the Company.

(c) The receipt of principal amount and interest have been as per stipulation.

According to the information and explanations given to us'' the Company has not taken any loans'' secured or unse- cured'' from companies'' frms or other parties listed in the Register maintained under Section 301 of the Companies Act'' 1956.

(iv) In our opinion and according to the information and explanations given to us'' having regard to the explana- tions that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations'' there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fxed assets and the sale of goods. There are no sale of services during the year. During the course of our audit'' we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act'' 1956'' 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 each of such transaction is in excess of Rs. 5 lacs in respect of any party'' the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us'' the Company has not accepted any deposits from the public during the year. In respect of unclaimed deposits'' the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act'' 1956.

(vii) In our opinion'' the internal audit functions carried out during the year by a frm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules'' 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act'' 1956 and are of the opinion that prima facie the prescribed cost records have been main- tained. 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 in respect of statutory dues:

(a) The Company has been regular in depositing undisputed dues including Provident Fund'' Investor Education and Protection Fund'' Income-tax'' Wealth Tax'' Customs Duty'' Excise duty'' Cess and other material statutory dues applicable to it with the appropriate authorities and has generally been regular in respect of dues of tax deducted at source'' service tax'' value added tax'' Entry tax and Employees’ State Insurance. We are informed that there are no undisputed statutory dues as at the year-end out- standing for a period of more than six months from the date they became payable.

(b) There are no dues of Wealth Tax'' Service Tax'' Customs Duty and Cess matters which have not been deposited on account of any dispute. The details of dues of Sales Tax'' Excise Duty and Income-tax as at March 31'' 2013'' which have not been deposited by the Company on account of disputes are as follows:

Name of Nature of Amount Amount the statute the dues of dues* deposited (Rs. lacs) (Rs. lacs)

Sales Tax Sales tax 12.71 6.28 Laws 48.36 23.79

Central Excise Excise 4.16 Law duty

1035.69 91.20

Income-Tax Income-tax 244.00 244.00 Law

30.29 30.29

160.92 160.92

NAME Period to which the Forum where amount relates dispute iS pending

Sales Tax 1995-96'' Sales Tax 2001-02''2006-07 Tribunal

Central Excise1998-99 to 1999-00'' Upto 2005-06 to 2006-07'' Commissioners’ 2012-13 Level

Central Excise2010-11 to 2012-13 Upto Commissioners’ Level

2002-03 to 2006-07'' Customs 2008-09 to 2012-13 Excise Service Tax Appellate Tribunal

Income-Tax 1979 to 1982'' High Court 1995-96 to 1997-98

2007-08 to 2008-09 Income Tax Appellate Tribunal

Income-Tax 1999-00'' 2000-01'' Upto 2005-06 to 2009-10 Commissioners’ Level

*amount as per demand orders'' including interest and penalty'' where quantifed in the Order.

Further'' as per information available with the Company'' the concerned authority is in appeal against favourable orders received by the Company in respect of the following matters:-

Name of the Nature of Amount statute the dues (Rs. lacs)

Income Tax Law Income tax 340.54

U.P. Krishi Utpadan Mandi cess 108.20 Mandi Adhiniyam

Central Excise Law Excise duty 27.71

Sales Tax Laws Sales Tax 10.40

NAME Period to which the Forum where amount relates department has preferred appeal

Income Tax Law 1969'' 1974 to 1977'' High Court 1991-92 to 1994-95'' 2001-02 to 2003-04

U.P. Krishi Utpadan 1997-98 to 1998-99 Supreme Court

Central Excise Law 2009-10 to 2010-11 Customs Excise Service Tax Appellate Tribunal

Sales Tax Laws 2007-08 High Court

(x) In our opinion and according to the information and explanations given to us'' the Company has not de- faulted in the repayment of dues to banks.

(xi) In our opinion and according to the explanations 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 during the year.

(xii) As the Company is not dealing or trading in shares'' securities'' debentures and other investments'' paragraph 4(xiv) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us'' the Company has not given any guarantees for loans taken by others from banks or fnancial institutions during the year.

(xiv) As the company has not raised term loans during the year'' paragraph 4(xvi) of the order is not applicable.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company'' we report that funds raised on short-term basis have not been used for long-term investment.

(xvi) The Company has not made any preferential allotment of shares during the year.

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

(xviii) The Company has not raised money by way of public issue'' during the year.

(xix) To the best of our knowledge and according to the information and explanations given to us'' no fraud by the Company and no fraud on the Company has been noticed or reported during the year.

For A. F. FERGUSON & CO.

Chartered Accountants

(Firm Registration No. 112066W)

Jaideep Bhargava

Place : New Delhi Partner

Date : May 29'' 2013 (Membership No. 090295)


Mar 31, 2012

1. We have audited the attached Balance Sheet of GODFREY PHILLIPS INDIA LIMITED ("the Company") as at March 31, 2012, the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report as follows:

(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 it appears from our examination of those books;

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

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

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

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

(ii) in the case of the Statement of Profit and Loss, of the profit 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.

5. On the basis of the written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of Section 274(l)(g) of the Companies Act, 1956.

Having regard to the nature of the Company's business/activities/result, clauses 4 (x) and (xiii) of the Companies

(Auditor's Report) Order, 2003 (hereinafter referred to as the Order) are not applicable.

(i) In respect of its fixed assets:

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

(b) As explained to us, the Company has a system of physical verification of fixed assets which is designed to cover all fixed assets once in a period of three years and in accordance therewith, no physical verification was due during the current year. In our opinion, the frequency of physical verification is reasonable having regard to the size of the Company and the nature of its fixed assets.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

(ii) In respect of its inventory:

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

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

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

(iii) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956("the Act"), according to the information and explanations given to us:

(a) The Company has granted unsecured loan amounting to Rs. 100 lacs to a company during the year. The maximum amount due during the year in respect of the said loan and the year-end balance is Rs. 200 lacs.

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

(c) As per the terms and conditions of the loan made no principal amount was due during the year and receipt of interest has been as per stipulation.

According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and the sale of goods. There are no sale of services during the year. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, 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 each of such transaction is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time except in respect of certain purchases for which comparable quotations are not available and in respect of which we are unable to comment.

(vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the Management have been commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956 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.

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

(a) The Company has been regular in depositing undisputed dues including Provident Fund, Investor Education and Protection Fund, Income-tax, Wealth Tax, Customs Duty, Entry tax, Cess and other material statutory dues applicable to it with the appropriate authorities and has generally been regular in respect of dues of tax deducted at source, service tax, value added tax, Employees' State Insurance and Excise duty. We are informed that there are no undisputed statutory dues as at the year-end outstanding for a period of more than six months from the date they became payable.

(b) There are no dues of Wealth Tax, Service Tax, Customs Duty and Cess matters which have not been deposited on account of any dispute. The details of dues of Sales Tax, Excise Duty and Income-tax as at March 31, 2012, which have not been deposited by the Company on account of disputes are as follows:

Name of Nature of Amount Amount the statute the dues of dues* deposited (Rs. lacs) (Rs. lacs)

Sales Tax Sales tax 17.71 11.28 Laws

53.35 24.84

6.48 6.48

Central Excise 6.93 - Excise Law duty

564.84 -

Income-Tax Income-tax 244.00 244.00 Law

58.32 58.32

275.83 271.89

Name of Period to which the Forum where the statute amount relates dispute is pending

Sales Tax 1995-96, Sales Tax Laws 2001-02,2006-07 Tribunal

1998-99 to 1999-00, Upto 2005-06 to 2007-08 Commissioners' 2009-10 to 2010-11 Level

2006-07 High court

Central 2009-10 to 2010-11 Upto Excise Law Commissioners' Level

2002-03 to 2006-07, Customs Excise 2008-09 to 2010-11 Service Tax Appellate Tribunal Name of Period to which the Forum where the statute amount relates dispute is pending

Income Tax 1979 to 1982, High Court Law 1995-96 to 1997-98

2005-06 to 2008-09 Income Tax Appellate Tribunal

1999-00, Upto 2002-03 to 2008-09 Commissioners' Level

*amount as per demand orders, including interest and penalty, where quantified in the Order.

Further, as per information available with the Company, the concerned authority is in appeal against favourable orders received by the Company in respect of the following matters:-

Name of the Nature of Amount statute the dues (Rs. lacs)

Income Tax Law Income tax 340.54

3.84

6.07

U.P. Krishi Utpadan Mandi cess 108.20 Mandi Adhiniyam

Central Excise Law Excise duty 27.71

Sales Tax Laws Sales Tax 10.40

Name of the Period to which the Forum where department amount relates has preferred appeal

Income Tax Law 1969, 1974 to 1977, High Court 1991-92 to 1994-95, 2001-02 to 2003-04

2005-06 Income Tax Appellate Tribunal

2000-01 CIT(A)

U.P. Krishi Utpadan 1997-98 to 1998-99 Supreme Court Mandi Adhiniyam

Central Excise Law 2009-10, 2010-11 Customs Excise Service Tax Appellate Tribunal

Sales Tax Laws 2007-08 High Court

(x) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

(xi) In our opinion and according to the explanations 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 during the year.

(xii) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

(xiv) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

(xv) In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short-term basis have not been used for long- term investment.

(xvi) The Company has not made any preferential allotment of shares during the year.

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

(xviii) The Company has not raised money by way of public issue, during the year.

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

For A. F. FERGUSON & CO.

Chartered Accountants

(Registration No. 112066W)

Jaideep Bhargava

Partner

Place: New Delhi (Membership No. 90295)

Date : May 29, 2012

 
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