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Auditor Report of Gratex Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of GRATEX INDUSTRIES LIMITED, 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 the Accounting Standards specified under Section 133 of the Act. 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 standalone financial statements based on our audit.

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

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

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 & 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 loss statement and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 & 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) In our opinion the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls are adequate.

(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 does not have any pending litigations on its financial position in its 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of Gratex Industries Limted the Company for the year Ended on 31st March 2015. We report that:

(i) (a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

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

Further We report that For some of the Fixed Assets Date of Acquisition has been Considered as 1st April 2007 as Per the Representation from Management in absence of Documentary Evidence.

(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

We are informed that the Company has formulated a programme of physical verification of all the fixed assets in a phased manner. We are also informed that a physical verification of the fixed assets has been carried out by management during the year and there is no material discrepancies observed between assets physically verified and book balances.

(ii) (a) whether physical verification of inventory has been conducted at reasonable intervals by the management;

The The stock of finished goods of the company has been physically verified by its management during the year.

(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

In our opinion and based on the information and explanation given to us, the procedures of physical verification of stock followed by the management, are reasonable and adequate in relation to size of the company and nature of its business.

(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

The company has maintained proper records of stocks and there were no discrepancies between the physical inventories and book records.

(iii) (iii) whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

The Company has not granted any secured or unsecured loan to its director and parties in the register maintained under Section 189 of the Companies Act, 2013.

(a) whether receipt of the principal amount and interest

N.A.

(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;

N.A.

(iv) is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.

In In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business, for the purchase and sale of finished stock and fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

During the year, the Company has not accepted any deposits from the public.

(vi) where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;

The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, in respect of the activities carried on by the Company.

(vii) (a) is the company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.

The Company has been generally regular in depositing undisputed applicable statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax and any Other Statutory Dues with the appropriate authorities during the year. In respect of the said dues, there are no outstanding dues as at 31st March 2015, which have remained unpaid for more than six months from the date they became payable.

(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned.

(A mere representation to the concerned Department shall not constitute a dispute). At the end of the financial year, there were no disputed dues of Income Tax, Sales Tax, Wealth Tax, Excise Duty, Customs Duty and Cess, which not have been deposited.

(c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

N.A.

(viii) whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;

The Company's accumulated losses at the end of the year are less than fifty percent of its net worth. The Company has incurred cash losses of Rs 3,17,180 during the year.

(ix) whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

According to the information and explanations given to us, the Company has not defaulted in repayment of its dues to its financial institution or bank as at balance sheet date.

(x) whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

As informed to us and as per the explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) whether term loans were applied for the purpose for which the loans were obtained;

The Company has not obtained any term loan.

(xii) whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.

To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

FOR LAKHANI & LAKHANI CHARTERED ACCOUNTANTS

SUHAS SHINDE Partner Membership number: 117107

Mumbai: 29/5/2015


Mar 31, 2014

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

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

Opinion

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

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

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

Report on Other Legal and Regulatory Requirements

7. 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 specified in paragraphs 4 and 5 of the Order.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss, 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, 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, 2014 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 of our report dated 30th May, 2014 on the accounts GRATEX INDUSTRIES LIMITED for the year ended 31st March, 2014)

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

b) We are informed that the Company has formulated a programme of physical verification of all the fixed assets in a phased manner. We are also informed that a physical verification of the fixed assets has been carried out by management during the year and there is no material discrepancies observed between assets physically verified and book balances.

c) The Company has not disposed of any substantial part of its fixed assets so as to affect its going concern status.

2. a) The stock of finished goods of the company has been physically verified by its management during the year.

b) In our opinion and based on the information and explanation given to us, the procedures of physical verification of stock followed by the management, are reasonable and adequate in relation to size of the company and nature of its business.

c) The company has maintained proper records of stocks and there were no discrepancies between the physical inventories and book records.

3. a) The Company has taken interest free unsecured loans from parties listed in the Register maintained under

Section 301 of the Companies Act, 1956. The balance at the beginning of the year, the maximum amount involved during the year and the year-end balance of such loans are detailed below:

Name Designation Balance as on Maximum amount 1st April, 2013 involved during the year

K.P Bhardwaj Director 4,00,000 4,00,000

Promila Sharma Shareholder 12,00,000 12,00,000

Name Balance as on 31st March,2014 K.P Bhardwaj 4,00,000

Promila Sharma 4,00,000

The Company has not granted any loans, secured or unsecured, to the companies, firms or other parties in the register maintained under Section 301 of the Companies Act, 1956.

b) In our opinion, the terms and conditions of above interest free loan taken by the company are not prima facie, prejudicial to the interest of the company.

c) There is no stipulation as to the repayment of the interest free loan taken by the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and nature of its business, for the purchase and sale of finished stock and fixed assets. During the course of our audit, no major weakness has been noticed in the internal controls.

5. a) In our opinion, the transactions that need to be entered in the Register maintained under Section 301of the Act have been so entered

b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices.

6. The Company has not accepted any deposits from the public of the nature, which attracts the provisions of Section 58A, 58AA or any other relevant provision of the Companies Act, 1956 and the rules made there under.

Therefore, the provision of clause (vi) of paragraph 4 of the Order is not applicable to the Company.

7. The Company has an internal audit system which commensurate with its size and nature of its business.

8. As per the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies act, 1956. Therefore, the provision of clause (viii) of paragraph 4 of the Order is not applicable to the Company.

9. a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty, Cess and other material statutory dues as applicable with the appropriate authorities.

b) At the end of the financial year, there were no disputed dues of Income Tax, Sales Tax, Wealth Tax, Excise Duty, Customs Duty and Cess, which not have been deposited.

10. At the end of the financial year, the Company does not have accumulated losses exceeding fifty percent of its net worth and have not incurred any cash loss during the financial year covered by our audit and immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of its dues to its financial institution or bank as at balance sheet date.

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

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of sub clause (a), (b), (c) and (d) of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. Based on our examination of the records and evaluation of the related internal controls, the Company has maintained proper records of transactions and contracts in respect of its trading in shares, securities, debenture and other investments, as applicable and timely entries have been made therein.

15. In our opinion and according to the information and explanations given to us, the Company has not granted any Corporate Guarantee for loans taken by others from banks or financial institutions during the year.

16. The Company has not availed any term loan during the year. Therefore, the provisions of clause (xvi) of paragraph 4 of the Order are not applicable to the Company.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investments and vice versa.

18. The Company has not made preferential allotment of shares to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

19. As per the information and explanations given to us, and the records examined by us, the Company has not issued any debentures during the year.

20. The Company has not raised any money through a public issue during the year. Therefore, the provision of clause (xx) of paragraph 4 of the Order is not applicable to the Company.

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

For Lakhani & Lakhani. Chartered Accountants

Mr. Suhas S. Shinde Partner M.no-117107 Firm Reg No.115728W Date : 30/05/2014 Place : Mumbai


Mar 31, 2013

We have examined the abridged balance sheet of Gratex Industries Limited as at 31st March 2013, the abridged profit and loss account and the abridged cash flow statement for the year ended on that date, together with the notes hereon.

These abridged financial statements have been prepared by the company pursuant to Rule 7A of the Companies (Central Government''s) General Rules and Forms, 1956 and are based on the accounts of the company for the year ended 31st March 2013 prepared in accordance with Schedule V1 to the Companies Act, 1956 and covered by our report of even date to the members of the company which report is attached.

For Lakhani & Lakhani

Chartered Accountants

FRN:115728W

Suhas Shinde

(Partner)

Membership No. :117107

Place : Mumbai

Date : 27-05-2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of Gratex Industries Limited ('the Company') as at March 31, 2012 and also 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, (as amended), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the paragraph 3 above, we report that:

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

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

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account of the Company;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v. 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, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

5. During the year, the Company had given remuneration to a non executive director.

6. The company has not provided towards liability towards employee benefits / obligations for the year.

7. In our opinion, and to the best of our information and according to the explanations given to us, subject to the matter included in paragraph 5 and 6 above, the said financial statements and the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

b. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

c. in the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors' Report of even date to the members of Gratex Industries Limited on the financial statements for the year ended 31st March, 2012

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

1. (a)The Company is in the process of updating its records showing full particulars, including quantitative details and

situation, of fixed assets.

(b) The fixed assets are physically verified by the Management at regular intervals which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. However, no physical verification was conducted during the year.

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

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

verification is reasonable.

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

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

3. The Company has not granted / taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements

referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which appear to be reasonable considering the arrangement with such parties and non availability of comparative figures.

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

7. The company does not have any internal audit department as such. However, in our opinion, the Company has reasonable internal checks and controls, which ensure an internal audit system which is commensurate with its size and the nature of its business.

8. We are informed that the Central Government of India has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Act;

9. (a)According to the records of the Company, it has been generally regular in depositing, wherever applicable, undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Wealth Tax, VAT, Custom Duty, Cess and other statutory dues with the appropriate authorities. However, there were no amounts outstanding at the last day of the financial year for a period exceeding six months from the date they became payable. There were no dues during the year towards Employees State Insurance and Excise Duty;

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of Income-tax, sales-tax, VAT, wealth-tax, service-tax, customs duty, excise duty and cess which have not been deposited on account of any dispute;

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

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holder.

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

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

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

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, the Company has not taken any term loan.

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

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

19. The Company has not issued any debentures.

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

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, for the year under report, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year. We are informed of instances' of fraud on the company in earlier year, which have been disclosed appropriately in the financials of the Company.

For Doshi Doshi & Associates Firm Registration Number: 121773W Chartered Accountants

Dinesh Doshi Partner Membership No.: F - 9464 Mumbai: August 11, 2012


Mar 31, 2010

1] We have audited the Balance Sheet of GRATEX INDUSTRIES LTD as on 31st March, 2010 together with Profit and Loss Account of the Company for the year ended on that date annexed hereto. 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 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 Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order to the extent applicable.

4] Further to our comments in the annexure referred to above, we report that:

i) We have obtained all the informations and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by Law have been kept by the Company in so far as appears from our examination of such books.

iii) The Balance Sheet and Profit & Loss account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and Profit & Loss Account dealt with by this report comply with the accounting standard referred in sub-section (3C) of section 211 of the Companies Act, 1956.

v) On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause.

vi) 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, 2010 and

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

iii) in the case of the Cash Flow Statement, of the cash flow, for the year ended on that date;

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

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

(b) As explained to us, physical verification of a major portion of fixed assets as at 31st March, 2010 was conducted by the Management during the year. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the Company and on the basis of explanations received, in our opinion no difference was found between physical verification and the records kept by the Company.

(c) We understand from the Company that, Company has not sold any plant & machinery and therefore question of effect as going concern does not arise.

ii] (a) As explained to us, the Company is following a system of physical verification of significant stock at appropriate interval during the year under consideration. In our opinion the frequency of verification is reasonable.

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

(c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

iii] (a) The Company has not granted or taken any loans, secured or unsecured from Companies, Firms or other parties listed in the register maintained U/S 301 of the Companies Act, 1956.

(b) Company has accepted unsecured loan of Rs. 4,00,000/- from Smt.Premlata Bhardwaj who happens to be the wife of Director Shri K. P. Bhardwaj and Rs. 12,00,000/- from Smt. Promila Sharma who happens to be the wife of Chairman Shri Baldevkrishan Sharma.

(c) In our opinion the rate of interest paid on unsecured loan is reasonable and the Company is regular in the payment of interest.

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

v] Company has not taken or given any loan applicable under section 301 of the Companies Act, 1956.

vi] Company has not accepted any public deposit and therefore section 58 A and 58 AA of the Companies Act, 1956 does not apply.

vii] There is no separate internal audit department. However internal checks and controls at various levels of operations are there as considered appropriate.

viii] Central Government has not prescribed maintenance of cost report U/S 209 (1)(d) of the Companies Act, 1956. Since there are not any mafucture activities the question of maintenance of cost doesnt arise

ix] (a) Company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, custom duty, excise duty and other material statutory dues applicable to it.

(b) According to the information and explanation given to us, no undisputed amount payable in respect of income tax, sales tax, custom duty, excise duty as at 31st March, 2010 for a period of more than six months from the date they become payable.

(c) According to the information and explanation given to us, no disputable amount due to income tax, sales tax, custom duty, excise duty etc.

x] In our opinion there is an accumulated loss amounting to Rs. 61.13 lacs. The Company has not incurred cash losses during the financial year covered by our audit and the immediate preceding financial year.

xi] In our opinion and according to the information and explanations given to us, Company has not defaulted in repayment of dues to a financial institution or bank.

xii] Company has not given or pledged in form of shares as security.

xiii] In our opinion the Company is not a Chit Fund or Nidhi / Mutual Benefit Fund / Society. Therefore the provision of clause 4 (XIII) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xiv] In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provision of clause 4 (XIV) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv] The Company has not given anyguaranteefor loan takenby others from banks or financial institutions.

xvi] As per information given to us, the Company has not taken any term loans during the financial year under consideration.

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

xviii] As per information given to us, the Company has not made any preferential allotment of the shares covered in the register maintained U/S. 301 of the Companies Act, 1956..

xix] According to the information given to us, the Company has not issued any debentures during the year under consideration.

xx] Company has not raised any public issues.

xxi] According to information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For B. H. PATEL & CO.,

Chartered Accountants

Place : Mumbai

Date : 11th August, 2010 B. M. DOSHI

Proprietor

Membership No. 17370





 
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