Home  »  Company  »  Govind Rubber  »  Quotes  »  Auditor Report
Enter the first few characters of Company and click 'Go'

Auditor Report of Govind Rubber Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

TO THE MEMBERS OF GOVIND RUBBER LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Govind Rubber Limited ("the Company") which comprises the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 31 regarding consolidated financial statements not prepared due to unavailability of the financial statements of its joint venture with GK Company Limited, South Korea.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2016 ("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, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 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, 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 B"; and

(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 No. 26 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.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the financial statements for the year ended 31 March 2016, we report that:

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

(b) As explained to us, some of the fixed assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) As explained to us physical verification of inventory has been conducted at reasonable intervals by the management and discrepancies noticed on such physical verification between physical stocks and book records were not material considering the operations of the Company and the same have been properly dealt with in the books of account.

(iii) In our opinion and according to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties as covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b), and

(c) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013, with respect to loans, investments, guarantees and security made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Act, and the rules framed there under.

(vi) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 148 (1) of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

(vii) (a) According to the records of the Company and the information and explanations given to us, the Company has not been regularly depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income tax, Sales-Tax, Service tax, Duty of Customs , Duty of Excise, Value added Tax, Cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2016 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, the dues in respect of Income Tax, Sales Tax, Service Tax, Duty of Customs and Excise Duty and that have not been deposited with the appropriate authorities on account of dispute and the forum where the disputes are pending are given below:-

Sr.

No.

Name of the Statute

Nature of dues

Financial Year to which the matter pertains

Forum where dispute is pending

Amount (Rs. in lacs)

1

Central and State Sales Tax Acts

Sales Tax

2001-2002

AETC (Appeal) Ludhiana

0.98

2

Central and State Sales Tax Acts

Sales Tax

2006-2007

AETC (Appeal), Ludhiana

14.38

3

Central and State Sales Tax Acts

Sales Tax

2007-2008

AETC (Appeal), Ludhiana

0.95

4

Central and State Sales Tax Acts

Sales Tax

2009-2010

AETC (Appeal), Ludhiana

0.45

5

Punjab State Electricity Regulatory Commission

Electricity

2008-2009

High Court, Chandigarh

80.76

(viii) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to banks or financial institutions except Rs.577.99 lacs payable to Institutions/Banks. The Company has since paid Rs.100.82 lacs out of the above after 31st March 2016 till date.

(ix) In our opinion and according to the information and the explanations given to us, the term loans have been applied for the purposes for which they were obtained. Further as per the records, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed and to the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is

Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Govind Rubber Limited ("the Company") as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv)According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi)The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For and on behalf of

JAYANTILAL THAKKAR & CO.

Chartered Accountants

(Firm Reg. No. 104133W)

(C. V. THAKKER)

Place : MUMBAI Partner

Date : 30th MAY, 2016 Membership No: 006205


Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's 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 financial statements that give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 control 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 Cash Flow Statement dealt with by this Report are in agreement with the Books of account.

(d) In our opinion, the aforesaid financial statements comply with the 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) The company has adequate internal financial controls and in our opinion the same are operating effectively.

(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 26 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 bythe Company.

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to in paragraph 1 under the heading of 'Report on Other Legal and Regulatory Requirements' of our report of even date.)

I) a] In our opinion, the Company has maintained proper records showing full particulars, including quantitative details and the situation of its fixed assets.

b] As explained to us, some of the Fixed Assets have been physically verified by the management according to a programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

ii) a] As explained to us, physical verification of inventory the as been conducted by the management at reasonable intervals. 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 nature of its business.

c] On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on verification of inventory as compared to book records were not material and these have been properly dealt with in the books of account.

iii) In our opinion and 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 as covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a) and (b) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit within the meaning of Section 73 to 76 of the Companies Act, 2013, and the rules framed thereunder.

vi) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records have been prescribed under Section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

vii) a] According to the records and as per information and explanations provided to us, the Company has not been regular in depositing with appropriate authorities undisputed statutory dues, employees state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, value added tax, cess and any other statutory dues applicable to it. There are no undisputed statutory dues as referred to above as at 31st March, 2015 outstanding for a period of more than six months from the date they become payable.

b] The disputed statutory dues aggregating to Rs 112.63 lakhs that have not been deposited on account of matters pending before the appropriate authority are as under:-

Sr. Name of the Nature of Financial Forum where Amount No. Statute dues Year to dispute (Rs. in which the is pending lacs) matter pertains

1 Central and State Sales Tax 2001-2002 AETC (Appeal), 0.98 Sales Tax Acts Ludhiana

2 Central and State Sales Tax 2006-2007 AETC (Appeal), 14.38 Sales Tax Acts Ludhiana

3 Central and State Sales Tax 2007-2008 AETC (Appeal), 0.95 Sales Tax Acts Ludhiana

4 Central and State Sales Tax 2009-2010 AETC (Appeal), Sales Tax Acts Ludhiana 0.45

5 The Central Excise 1993-1994 Supreme Court 15.11 Excise Act Duty

6 Punjab State Electricity 2008-2009 High Court, 80.76 Electricity Chandigarh Regulatory Commission

c) No amount is required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1of1956) and rules made thereunder.

viii) In our opinion, the accumulated losses of the Company at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

ix) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks or financial institutions except Rs. 214.65 lacs payable to Institution/Banks. The company has since paid Rs. 18.07 Lacs out of the above after 31st march 2015 till date.

x) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

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

For and on behalf of

JAYANTILAL THAKKAR & CO.

Chartered Accountants (Firm Reg. No. 104133W)

(C. V. THAKKER)

Place : Mumbai Partner

Date : 28th May, 2015 Membership No: 006205


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

Report on Other Legal and Regulatory Requirements

1. 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.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards 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 Section 133 of the Companies Act, 2013; and

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, none of the directors is 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 Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

(Annexure referred to in paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date.)

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

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory 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 the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii) c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company has been generally regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

According to the information and explanations given to us, except rubber cess of Rs. 61.60 Lacs due and payable before 30th September, 2013, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty and excise duty were in arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below :

Sr. Name of the Nature Financial No. Statute of dues Year to which the matter pertains

1 Central and Sales 2001-02 State Sales Tax Tax Acts

2 Central and Sales 2006-07 State Sales Tax Tax Acts

3 Central and Sales 2007-08 State Sales Tax Tax Acts

4 Central and Sales 2009-10 State Sales Tax Tax Acts

5 The Central Excise 1993-94 Excise Act Duty

6 Punjab State Elec- 2008-09 Electricity tricity Regulatory Commission

7 Excise & Entry 2011-12 Taxation Tax Charge

8 Excise & Entry 2012-13 Taxation Tax Charge



Name of the Statute Forum where Amount dispute is (Rs. in pending lacs)

Central and State Sales Tax Acts AETC (Appeal), 0.98 Ludhiana

Central and State Sales Tax Acts AETC (Appeal), 2.70 Ludhiana

Central and State Sales Tax Acts AETC (Appeal), 2.55 Ludhiana

Name of the Statute Forum where Amount dispute is (Rs. in pending lacs)

Central and State Sales Tax Acts AETC (Appeal), 0.45 Ludhiana

The Central Excise Act Supreme Court 15.11

Punjab State Electricity Regulatory Commission High Court, 80.76 Chandigarh

Excise & Taxation Charge High Court 46.23

Excise & Taxation Charge High Court 24.81

x) In our opinion, the accumulated losses of the Company at the end of the financial year are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except Rs. 244.07 Lacs payable to Institutions/Banks. The Company has since paid total amount after 31st March, 2014.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For and on behalf of

JAYANTILAL THAKKAR & CO.

Chartered Accountants

(Firm Reg. No. 104133W)

(C. V. THAKKER) Place : Mumbai Partner

Date : 30th May, 2014 Membership No. 006205


Mar 31, 2013

1. We have audited the attached Balance Sheet of GOVIND RUBBER LIMITED as at 31st March, 2013, the Statement of Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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 the books;

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

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

e. On the basis of information and explanations given to us and written representations received from the Directors of the Company as at 31st March, 2013 and taken on record by the Board of Directors, we report that no Director is disqualified from being appointed as a Director of the Company under Clause (g) of Sub-Section (1) of Section 274 of the Act.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Accounting Policies and other notes thereon, 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.

i] In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013,

ii] In the case of the Statement of Profit and Loss Account of the Profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts of Govind Rubber Limited for the year ended 31st March, 2013)

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

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical

verification of inventory 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 the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to /from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

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

viii)We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess were in arrears, as at 31s1 March, 2013, for a period of more than six months from the date they became payable.

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below :

Sr. Name of the Nature of No. Statute dues

1 Central and Sales Tax State Sales Tax Acts

2 Central and Sales Tax State Sales Tax Acts

3 Central and Sales Tax State Sales Tax Acts

4 Central and Sales Tax State Sales Tax Acts

5 The Central Excise Excise Act Duty

6 Punjab State Electricity Electricity Regulatory Commission

7 Excise & Entry Tax Taxation Charge

8 Excise & Entry Tax Taxation Charge

Name Financial Forum where Amount Year to dispute is (Rs. in which the pending lacs) matter pertains

Central and 2001-2002 AETC (Appeal), 0.98 Ludhiana

Central and 2006-2007 AETC (Appeal), 2.70 Ludhiana

Central and 2007-2008 AETC (Appeal), 2.55 Ludhiana

Central and 2009-2010 AETC (Appeal), 0.45 Ludhiana

Central and 1993-1994 Supreme Court 44.89

Central and 2008-2009 High Court, 80.76 Chandigarh

Central and 2011-12 High Court 46.23

Central and 2012-13 High Court 24.81

x) In our opinion, the accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except ^46,29,806 payable to Institutions/Banks. The Company has since paid after 31st March, 2013.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii)The Company is not a chit/nidhi/mutual benefit fund/ society and clause 4 (xiii) of the Order is not applicable.

xiv)The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi)The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix)The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Jayantilal Thakkar & Co.

Chartered Accountants

(Firm Reg. No. 104133W)

C. V. Thakker

Partner

Membership No.006205

Place : Mumbai

Dated : 30th May, 2013


Mar 31, 2012

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

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

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

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

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 the books;

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

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

e. On the basis of information and explanations given to us and written representations received from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that no Director is disqualified from being appointed as a Director of the Company under Clause (g) of Sub- Section (1) of Section 274 of the Act.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Accounting Policies and other notes thereon, 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.

i] In the case of 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 Profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Paragraph 3 of our report of even date on the accounts of Govind Rubber Limited for the year ended 31st March, 2012)

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

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory 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 the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to /from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess were in arrears, as at 31 March, 2012, for a period of more than six months from the date they became payable,

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below:

Financial Year to Forum where Amount Sr. Name of Nature of which the dispute is (Rs in No. the Statute dues matter pending lacs) pertains

1 Central and Sales 2001-2002 AETC (Appeal), State Sales Tax Ludhiana 0.98 Tax Acts

2 Central and Sales 2006-2007 AETC (Appeal), State Sales Tax Ludhiana 2.70 Tax Acts

3 Central and Sales 2007-2008 AETC (Appeal), State Sales Tax Ludhiana 2.55 Tax Acts

4 Central and Sales 2009-2010 AETC (Appeal), State Sales Tax Ludhiana 0.45 Tax Acts

5 The Central Execise 1993-1994 Supreme Court 44.86 Excise Act Duty

6 Punjab state 2008-2009 High Court, Electricity Electricity Chandigarh 80.76 Regulatory Commission

x) In our opinion, the accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except Rs 89,61,450/- payable to Institutions/Banks. The Company has since paid total amount after 31st March, 2012.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii)During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Jayantilal Thakkar & Co.

Chartered Accountants

(Firm Reg. No. 104133W)

Mumbai C. V. Thakker

Dated : 28th May, 2012 Partner


Mar 31, 2011

1. We have audited the attached Balance Sheet of GOVIND RUBBER LIMITED as at 31st March, 2011, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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 the books;

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

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

e. On the basis of information and explanations given to us and written representations received from the Directors of the Company as at 31s March, 2011 and taken on record by the Board of Directors, we report that no Director is disqualified from being appointed as Director of the Company under Clause (g) of Sub- Section (1) of Section 274 of the Act.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Accounting Policies and other notes thereon, 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.

i] In the case of Balance Sheet, of the state of affairs of the Company as at 31s 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 Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

( Referred to in Paragraph 3 of our report of even date on the accounts of Govind Rubber Limited for the year ended 31st March, 2011 )

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

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory 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 the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to /from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2011, for a period of more than six months from the date they became payable.

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below :

Name of the Nature of Financial Year Forum where Amount Statute dues to which the dispute is (Rs. in matter pertains pending lacs)

Central and Sales 2001 -2002 AETC (Appeal), 0.98 State Sales Tax Ludhiana

Tax Acts

Central and Sales 2006-2007 AETC (Appeal), 3.11 State Sales Tax Ludhiana Tax Acts

Central and Sales 2007-2008 AETC (Appeal), 2.55 State Sales Tax Ludhiana Tax Acts

Central and Sales 2009-2010 AETC (Appeal), 0.45 State Sales Tax Ludhiana Tax Acts

The Central Excise 1993-1994 Supreme Court, 44.89 Excise Duty Act

Punjab State Electri 2008-2009 High Court, 138.86 Electricity city Chandigarh Regulatory Commission

x)the Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks except Rs. 1,65,53,337/- payable to Institutions/Banks. The Company has since paid Rs.33,78,886/- after 31st March, 2011.

xii) In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Jayantilal Thakkar & Co. Chartered Accountants (ICAI Reg. No. 104133W)

C. V. Thakker

Partner Membership No. 6205

Mumbai Dated : 25th May, 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of GOVIND RUBBER LIMITED as at 31st March, 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. 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. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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 the books;

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

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

e. On the basis of information and explanations given to us and written representations received from the Directors of the Company as at 31s March, 2010 and taken on record by the Board of Directors, we report that no Director is disqualified from being appointed as a Director of the Company under Clause (g) of Sub- Section (1) of Section 274 of the Act.

5. In our opinion, and to the best of our information and according to the explanations given to us, the said accounts, read together with the Accounting Policies and other notes thereon, 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.

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date on the accounts of Govind Rubber Limited for the year ended 31st March, 2010)

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

b] Fixed Assets have been physically verified by the management during the year. In our opinion, the frequency of verification of the fixed assets by the management is reasonable having regard to the size of the Company and the nature of its assets. The discrepancies noticed have been properly dealt with in the books of accounts.

c] The assets disposed off during the year are not significant and therefore do not affect the going concern assumption.

ii) a] The inventory other than that with third parties have been physically verified by the management at reasonable intervals. There is a process of obtaining confirmation in respect of inventory with the third parties.

b] In our opinion and according to the information and explanations given to us, the procedures for physical verification of inventory 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 the Company has maintained proper records of inventory. The discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of account.

iii) The Company has neither granted nor taken any loans, secured or unsecured, to /from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Consequently, clauses (iii)b,(iii)c,(iii)d,(iii)f and (iii)g of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and fpr the sales of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v) In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the particulars of which need to be entered into the register maintained under Section 301 of the Act.

vi) The Company has not accepted any deposits from the public.

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

viii) We have broadly reviewed, without carrying out a detailed examination, the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Act and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not however, made detailed examination of the records with a view to determining whether they are accurate or complete.

ix) a] According to the records and as per information and explanations provided to us, the Company is regular in depositing with appropriate authorities undisputed amount of provident fund, investor education protection fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2010, for a period of more than six months from the date they became payable.

b] According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, sales-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, except as stated below :

Name of the Nature of Financial Year Forum where Amount Statute dues to which the dispute is (Rs. in matter pertains pending lacs)

Central and Sales 2001 -2002 AETC (Appeal), 0.98 State Sales Tax Ludhiana Tax Acts

Central and Sales 2006-2007 AETC (Appeal), 3.11 State Sales Tax Ludhiana Tax Acts

Central and Sales 2007-2008 AETC (Appeal), 1.60 State Sales Tax Ludhiana Tax Acts

Central and Sales 2008-2009 AETC (Appeal), 0.95 State Sales Tax Ludhiana Tax Acts

Central and Sales 2009-2010 AETC (Appeal), 0.45 State Sales Tax Ludhiana Tax Acts

The Central Excise 1993-1994 Supreme Court, 43.89 Excise Duty Delhi Act

Punjab State Electricity 2008-2009 High Court, 138.86 Electricity Chandigarh Regulatory Commission

x) In our opinion, the accumulated losses of the Company at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

xi) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks.

xii) In our opinion and according to the information =ind explanations given to us, no loans and advances have L sen granted by the Company on the basis of security by v.ay of pledge of shares, debentures and other securities.

xiii) The Company is not a chit/nidhi/mutual benefit fund/society and clause 4 (xiii) of the Order is not applicable.

xiv) The Company is not dealing or trading in shares, securities, debentures and other investments and clause 4 (xiv) of the order is not applicable.

xv) On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xvi) The Company has not raised any new term loan from banks. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet and other records of the Company, we are of the opinion that, funds raised on short-term basis have not, prima facie, been used for long-term investment.

xviii) During the year, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

xix) The Company did not have any outstanding debentures during the year.

xx) The Company has not raised any money by public issues during the year.

xxi) Based on the audit procedures performed and information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Jayantilal Thakkar & Co.

Chartered Accountants (ICAI Reg. No. 104133W)

C. V. Thakker Mumbai Partner

Dated : 31st May, 2010 Membership No. 6205

Find IFSC