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Auditor Report of International Conveyors Ltd.

Mar 31, 2015

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of International Conveyors Limited ("the Company"), which comprise of the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended on that date.

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 read with Rule 7 of Companies (Accounts) Rules, 2014. T is responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

We have taken into account the provisions of the Act, the Accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation of the standalone 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 standalone 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 standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

b) in the case of the Statement of Profit and Loss, of the profit of the company for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows 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 Act, 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 accounts as required by law have been kept by the Company so far as appears from our examination of those;

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

d. In our opinion, the Balance Sheet, Statement of Profit and loss and Cash Flow Statement comply with the Accounting Standards 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 March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Act.

f. With respect to the other matters to be included in the 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. Pending litigations having material impact on the financial position of the Company have been disclosed in the standalone financial statement as required in terms of the accounting standards and provisions of the Companies Act, 2013– refer Note 28.1 and 28.1.1. of the standalone financial statements;

ii. The Company does not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

Annexure to the Independent Auditors' Report

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

(b) The management during the year has physically verified all fixed assets. According to the information and explanations given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies have been noticed on such verification.

ii. (a) As explained to us, the inventories of the Company except materials lying with the third parties have been physically verified by the management at reasonable intervals during the year / at the year-end. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories except in respect of materials lying with third parties followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) On the basis of examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on the physical verification of stocks were not material.

iii. According to the information and explanations given to us, the Company has granted unsecured loans to companies which are covered in the register maintained under Section 189 of the Act.

(a) In respect of the loans granted by the Company, there were no stipulations with respect to repayment of principal amounts. As such, we are unable to comment on the regularity or otherwise of repayment of such loans. However, the Company is regular in receiving the interest on such loans.

(b) As informed to us, having regard to the terms and conditions of the loans, there are no overdue amount outstanding in respect of such loans and interest thereon.

iv. In our opinion and according to information and having regard to the explanation given to us that certain items of raw materials are of special nature and comparative alternative quotations are not obtained, in our opinion the internal control procedures of the Company relating to purchase of inventory, fixed assets and for the sale of the goods are commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. The Company has not accepted any deposits from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder.

vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by Central Government for the maintenance of cost records under section 148(1) of the Act and we are of the opinion that prima-facie, the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether these are accurate or complete.

vii. (a) According to the information and explanations given to us and as per the records of the Company, the Company has generally been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and any other statutory dues applicable to it. However, according to the information and explanations given to us, there is no undisputed amounts payable in respect of these which were in arrears as on March 31, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of sales tax, income tax, customs duty, wealth tax, excise duty, service tax, and Cess not deposited on account of any dispute are as follows:

Name of the Statute Nature of the Dues Relating to the year Amount (Rs.) Forum where dispute is Pending

Income Tax Act,1961 Income Tax 2003-2004 to 5,579,647 Commissioner of Income Tax 2009-2010 (Appeals)

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time.

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

ix. In our opinion and on the basis of information and explanations given to us by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions and banks. There are no debenture holders.

x. In our opinion, and according to the information and explanations given to us, the terms and conditions of the corporate guarantees given to bank by the Company for bodies corporate for Rs. 145,000,000 are, prima facie, not prejudicial to the interest of the Company.

xi. According to the information and explanations given to us, the term loans have been applied for the purposes for which the loans were obtained.

xii. During the course of our examination of the books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the Management.

For Lodha & Co.

Chartered Accountants

Firm ICAI Registration No: 301051E

H.K.Verma

Place: Kolkata Partner

Date: May 30, 2015 Membership No. 055104


Mar 31, 2014

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

Management''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 referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 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.

Auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''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 :

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 (''the order'') issued by the Central Government 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 said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 to the extent applicable;

(e) On the basis of written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Independent Auditors'' Report

(Referred to in Paragraph 1 of our Report of even date)

i. Fixed Assets

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

b. The management during the year has physically verified all fixed assets. According to the information and explanations given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies have been noticed on such verification;

c. The Company has not disposed off substantial part of the fixed assets during the year, which could affect the going concern status of the Company.

ii. Inventory

a. As informed, the inventory except stock in transit and stock lying with third parties, have been physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to information and explanations given to us, 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. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification was not material.

iii. Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered

in the register maintained under Section 301 of the Act:

a. The Company has granted unsecured loans to three Companies which are covered in the register maintained under Section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loans granted was Rs. 209,121,847 and the year end balance Rs. 84,588,718 from three Companies.

b. In our opinion, the rate of interest and other terms and conditions on which the unsecured loans and mentioned in (a) above are prima facie not prejudicial to the interest of the Company.

c. In respect of the loans granted by the Company, there were no stipulations with respect to repayment of principal amounts. As such, we are unable to comment on the regularity or otherwise of repayment of such loans. However, the Company is regular in receiving the interest on such loans.

d. As informed to us, having regard to the terms and conditions of the loans as mentioned above, there are no overdue amount outstanding in respect of such loans and interest thereon.

e. The Company has taken unsecured loan from one Company which are covered in the register maintained under Section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loan taken were Rs. 3,900,000 and the year-end balance was Rs. Nil.

f. In our opinion, the rate of interest and other terms and conditions on which loan have been taken from Companies, firms or other parties listed in the register maintained under section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

g. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of the interest. The Company have repaid the principal amounts as stipulated and have been regular in the payment of the interest.

iv. In our opinion and according to information and having regard to the explanations given to us that certain items of raw materials are of special nature and comparative alternative quotations are not obtained, in our opinion the internal control procedures of the Company relating to purchase of inventory, fixed assets and for the sale of the goods are commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. Transaction covered under Section 301 of the Act :

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under the 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 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under Sections 58A, 58AA or any other relevant provision of the Act and rules framed there under.

vii. The Company has appointed a firm of Chartered Accountants for carrying out the internal audit periodically and the same is commensurate with the size and nature of its business in respect of the area covered during the year.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 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 determine whether these are accurate or complete.

ix. Statutory Dues

a. According to the information and explanations given to us, undisputed statutory dues including, Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it have generally been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2014.

b. According to the information and explanations given to us, the details of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess, not deposited on account of any dispute are as follows :

Name of the Nature of the Relating Amount (Rs.) Forum Statute Dues to the year dispute is Pending

Income Income Tax 2003-2004 to 5,579,647 Commissioner Tax Act, 2009-2010 of Income 1961 Tax(Appeals)

x. The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of any dues to financial institutions or banks.

xii. According to the information and explanations given based on documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of the clause 4(xiii) of the Order are not applicable to the Company.

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

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the corporate guarantees given to bank by the Company for bodies corporate for Rs. 145,000,000 are, prima facie, not prejudicial to the interest of the Company.

xvi. According to the information and explanations given to us, the term loans have been applied for the purposes for which the loans were obtained.

xvii. According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we report that, there are no funds raised on short-term basis which have been used for long-term investments.

xviii. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Act.

xiv. According to information and explanations given to us, the Company has not issued any debentures during the year.

xv. The Company has not raised monies by public issues during the year.

xvi. During the course of our examination of books of account carried out in accordance with Generally Accepted Auditing Practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

For LODHA & CO. Chartered Accountants Firm''s ICAI Registration No. 301051E

H.K.Verma Place : Kolkata Partner Date : May 30, 2014 Membership No. 055104


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of International Conveyors Limited ("the Company")'' which comprise the Balance Sheet as at March 31'' 2013'' and the Statement of Profit and Loss and Cash Flow Statement for the year then ended'' and a summary of significant accounting policies and other explanatory information.

Management''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 referred to in sub-section (3C) of section 211 of the Companies Act'' 1956 ("the Act"). This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditor''s 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 control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management'' as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

(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 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 (Auditors'' Report) Order'' 2003 (''the order'') issued by the Central Government in terms of Section 227 (4A) of the Companies Act'' 1956(''the act'') and on the basis of such checks as we considered appropriate and according to the information and explanation given to us'' we set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion'' the Balance Sheet'' Statement of Profit and Loss'' and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act'' 1956 to the extent applicable;

(e) On the basis of written representations received from the Directors as on March 31'' 2013'' and taken on record by the Board of Directors'' none of the Directors is disqualified as on March 31'' 2013'' from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act'' 1956.

(Referred to in Paragraph 1 of our Report of even date)

i. Fixed Assets

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

b. The management during the year has physically verified all fixed assets. According to the information and explanations given to us'' there is a regular programme of verification which'' in our opinion'' is reasonable having regard to the size of the Company and nature of its assets. As explained'' no material discrepancies have been noticed on such verification;

c. The Company has not disposed off substantial part of the fixed assets during the year'' which could affect the going concern status of the Company.

ii. Inventory

a. As informed'' the inventory except stock in transit and stock lying with third parties'' have been physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to information and explanations given to us'' 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. The Company is maintaining proper records of inventory and according to the information and explanations given to us'' the discrepancies noticed on physical verification was not material.

iii. Loans'' secured or unsecured'' granted or taken by the Company to/from companies'' firms or other parties covered in the register maintained under Section 301 of the Act :

a. The Company has granted unsecured loans to four companies which are covered in the register maintained under section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loans granted was Rs. 227''806''424 and the year end balance Rs. 172''986''236 from two Companies.

b. In our opinion'' the rate of interest and other terms and conditions on which the unsecured loans and mentioned in (a) above are prima facie not prejudicial to the interest of the Company.

c. In respect of the loans granted by the Company'' there were no stipulations with respect to repayment of principal amounts. As such'' we are unable to comment on the regularity or otherwise of repayment of such loans. However'' the Company is regular in receiving the interest on such loans.

d. As informed to us'' having regard to the terms and conditions of the loans as mentioned above'' there are no overdue amount outstanding in respect of such loans and interest thereon.

e. The Company has taken unsecured loan from one company which are covered in the register maintained under Section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loan taken was Rs. 1''500''000 and the year-end balance was Nil .

f. In our opinion'' the rate of interest and other terms and conditions on which loan have been taken from companies'' firms or other parties listed in the register maintained under Section 301 of the Act are not'' prima facie'' prejudicial to the interest of the Company.

g. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of the interest. The Company have repaid the principal amounts as stipulated and have been regular in the payment of the interest.

iv. In our opinion and according to information and having regard to the explanation given to us that certain items of raw materials are of special nature and comparative alternative quotations are not obtained'' in our opinion the internal control procedures of the Company relating to purchase of inventory'' fixed assets and for the sale of the goods are commensurate with the size of the Company and the nature of its business. During the course of our audit'' we have not observed any continuing failure to correct major weaknesses in internal controls.

v. Transaction covered under Section 301 of the Act :

a. According to the information and explanations provided by the management'' we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act'' 1956 have been entered in the register required to be maintained under the 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 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. According to the information and explanations given to us'' the Company has not accepted any deposits from the public covered under Sections 58A'' 58AA or any other relevant provision of the Act and rules framed there under.

vii. The Company has appointed a firm of Chartered Accountants for carrying out the internal audit periodically and the same is commensurate with the size and nature of its business in respect of the area covered during the year.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act'' 1956 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 determine whether these are accurate or complete.

ix. Statutory Dues

a. According to the information and explanations given to us'' undisputed statutory dues including'' Provident Fund'' Investor Education and Protection Fund'' Employees'' State Insurance'' Income Tax'' Sales Tax'' Wealth Tax'' Service Tax'' Custom Duty'' Excise Duty'' Cess and other statutory dues applicable to it have generally been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March'' 2013.

b. According to the information and explanations given to us'' the details of Income Tax'' Wealth Tax'' Service Tax'' Sales Tax'' Custom Duty'' Excise Duty and Cess'' not deposited on account of any dispute are as follows :

Name of the Statute Nature of the Dues Relating to the year Amount (Rs.) Forum where dispute is Pending

Income Tax Act'' 1961 Income Tax 2003-2004 333''207 Commissioner of Income Tax (Appeals)

Custom Act'' 1962 Custom Duty 1996-97 1''735''119 Supreme Court

x) The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

Xi) In our opinion and on the information and explanations given by the management'' we are of the opinion that the Company has not defaulted in repayment of any dues to financial institutions or banks.

xii) According to the information and explanations given based on documents and records produced to us'' the Company has not granted any loans and advances on the basis of security by way of pledge of shares'' debentures and other securities.

xiii) The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore'' the provision of the clause 4(xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing in or trading in shares'' securities'' debentures and other investments. Accordingly'' the provision of clause 4 (xiv) Order are not applicable to the Company.

xv) In our opinion'' and according to the information and explanations given to us'' the terms and conditions of the corporate guarantees given to bank by the Company for bodies corporate for Rs. 308''000''000 are'' prima facie'' not prejudicial to the interest of the Company.

xvi) According to the information and explanations given to us'' the term loans have been applied for the purposes for which the loan were obtained.

xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the Company'' we report that'' there are no funds raised on short-term basis which have been used for long-term investments.

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

xix) According to information and explanations given to us'' the Company has not issued any debentures during the year.

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

xxi) During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India'' we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

For LODHA & CO.

Chartered Accountants

Firm''s ICAI registration No. 301051E

H. K. Verma

Place : Kolkata Partner

Date : May 30'' 2013 Membership No. 055104


Mar 31, 2012

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

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.

2. As required by the Companies (Auditors' Report) Order, 2003 ('the order') issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ('the Act') and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to the above, we report that :

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

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

(c) The Balance Sheet and 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 Balance Sheet, the Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report comply with accounting standards referred to in Sub-Section 3 (c) of Section 211 of the Act;

(e) On the basis of written representations received from the directors as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2012 from being appointed as a director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanation given to us, they said accounts read together with the 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 so far as it relates to the Balance Sheet, of the state of the affairs of the Company as at 31st March 2012;

ii) In so far as it relates to the Statement of Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) In so far as it relates to the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

i. Fixed Assets

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

b.The management during the year has physically verified all fixed assets. According to the information and explanations given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As explained, no material discrepancies have been noticed on such verification.

c. The Company has not disposed off substantial part of the fixed assets during the year, which could affect the going concern status of the Company.

ii. Inventory

a. As informed, the inventory except stock in transit and stock lying with third parties, have been physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to information and explanations given to us, 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. The Company is maintaining proper records of inventory and according to the information and explanations given to us, the discrepancies noticed on physical verification was not material.

iii. Loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act:

a. The Company has granted unsecured loans to four companies which are covered in the register maintained under section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loans granted was Rs52,99,88,320 and the yearend balance Rs22,78,06,424 from three Companies.

b. In our opinion, the rate of interest and other terms and conditions on which the unsecured loans and mentioned in (a) above are prima facie not prejudicial to the interest of the Company.

c. In respect of the loans granted by the Company, there were no stipulations with respect to repayment of principal amounts. As such, we are unable to comment on the regularity or otherwise of repayment of such loans. However, the Company is regular in paying and receiving the interest on such loans.

d. As informed to us, having regard to the terms and conditions of the loans as mentioned above, there are no overdue amount outstanding in respect of such loans and interest thereon.

e. The Company has taken unsecured loans from three companies which are covered in the register maintained under section 301 of the Act. The maximum amount outstanding at any time during the year in respect of such loans taken were Rs2,16,96,991 and the year-end balance was Nil .

f. In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

g. The Company is regular in repaying the principal amounts as stipulated and has been regular in the payment of the interest. The Company have repaid the principal amounts as stipulated and have been regular in the payment of the interest.

iv. In our opinion and according to information and having regard to the explanation given to us that certain items of raw materials are of special nature and comparative alternative quotations are not obtained, in our opinion the internal control procedures of the Company relating to purchase of inventory, fixed assets and for the sale of the goods are commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. Transaction covered under Section 301 of the Act:

a. According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under the 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 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. According to the information and explanations given to us, the Company has not accepted any deposits from the public covered under Sections 58A, 58AA or any other relevant provision of the Act and rules framed there under.

vii. The Company has appointed a firm of Chartered Accountants for carrying out the internal audit periodically and the same is commensurate with the size and nature of its business in respect of the area covered during the year. However the scope and extent of the same needs to be enlarged.

viii. We have broadly reviewed the books of accounts maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 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 determine whether these are accurate or complete.

ix. Statutory Dues

a. According to the information and explanations given to us, undisputed statutory dues including, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues applicable to it have generally been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2012.

b. According to the information and explanations given to us, the details of Income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty and Cess, not deposited on account of any dispute are as follows:

Name of the Nature of the Relating to Amount Forum where Statute Dues the year (Rs.) dispute is Pending

Income Tax Act,1961 Income Tax 2003-2004 3,33,207 Commissioner of Income Tax (Appeals)

Custom Act, 1962 Custom Duty 1996-97 1,735,119 Supreme Court

x. The Company does not have any accumulated losses. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xi. In our opinion and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of any dues, to financial institutions or banks.

xii. According to the information and explanations given based on documents and records produced to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of the clause 4(xiii) of the Order are not applicable to the Company.

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

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the corporate guarantees given to banks by the Company for body corporate for Rs19,70,00,000 are, prima facie, not prejudicial to the interest of the Company.

xvi. According to the information and explanations given to us, the term loans applied for the purposes for which the loan were obtained.

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

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

xix. According to information and explanations given to us, the Company has not issued any debentures during the year.

xx. The Company has not raised monies by public issues during the year.

xxi. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across any incidence of fraud on or by the Company nor have we been informed of any such case by the management.

For Lodha & Co.

Chartered Accountants

Firm's ICAI Registration Number: 301051E

H.K. Verma

Place: Kolkata Partner

Date: May 30, 2012 Membership Number: 055104

 
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