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Auditor Report of IVP Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 fair 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.

While conducting the 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) In our opinion, the aforesaid 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 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 27 to the financial statements;

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

iii. No amount is required to be transferred to Investor Education and Protection fund within time and in accordance with the provisions of The Act and rules made there under. Hence question of commenting on delay in transferring such amount does not arise.

[Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our Independent Auditor's report of even date to the members of IVP Limited on the standalone financial statements for the year ended March 31,2015]

We report that:

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

b. As explained to us, the Company has a programme in which fixed assets are physically verified on a regular basis which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with such programme, the management has physically verified fixed assets of significant value during the year and no material discrepancies were noticed on such verification.

ii. a. Inventories have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

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

c. In our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and book records were not material in relation to the operations of the Company and the same have been properly dealt with in the books of accounts.

iii. As the Company has not granted any loan, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act, Clause 3(iii)(a) of the Order regarding regularity of the receipt of principal amount and interest and Clause 3(iii)(b) of the Order regarding steps for recovery of overdue amount of more than rupees one lakh are not applicable.

iv. In our opinion and according to the information and explanations given to us, there exist an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal control system.

v. In our opinion and according to the information and explanations given to us, as the Company has not accepted any deposit from the public, clause 3 (v) of the Order to comment on whether the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and rules framed there under, are not applicable.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 for the maintenance of cost records under Section 148(1) of the Act in respect of the Company's products and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii. a. According to the information and explanations given to us and the records examined by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income - tax, Sales - tax, Wealth tax, Service tax, Customs Duty, Excise Duty, Cess and other material Statutory dues applicable to it and there were no arrears of such Statutory dues 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, as may be applicable, given herein below are the details of dues of Income - tax, Sales - tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess which have not been deposited on account of disputes and the forum where the dispute is pending :

Sr. Name of Statute Amount (Rupees) Period to which the amount No (Nature of the relates dues)

1 The Bihar Sales Tax Act, 1944

Sales Tax 12,612 F.Y. 2002 - 03

Sales Tax 12,668 F.Y. 1992 - 93

2 The Central Sales Tax Act, 1956

Sales Tax 91,700 F.Y. 1992 - 93

211,627 F.Y. 2001 - 02 to

F.Y. 2003 - 04

57,802 F.Y. 1996 - 97, F.Y. 1998 - 99 to F.Y. 1999 - 00

286,672 F.Y. 2000 - 01 to

F.Y. 2004 - 05

74,182 F.Y.2007 - 08

3 The Delhi Sales Tax Act, 1975

Sales Tax 54,029 F.Y. 1996 - 97 & F.Y. 1998 - 99 to F.Y. 1999 - 00

Sales Tax 102,806 F.Y. 2000 - 01 to F.Y. 2004 - 05

4 The Central Excise Act, 1944

Excise Duty 5,812,606 F.Y.2003 - 04 (net of deposit of Rs.2,000,000)

Excise Duty 505,830 F.Y. 1986 - 90 F.Y. 1996 - 97 Deposit of Rs.288,872) of F.Y. 1998 - 99

Service Tax 112,719 F.Y.2004 - 05

F.Y.2005 - 06

Name of Statute Nature of the dues Forum where dispute is pending

Sales TAx Joint Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals) Jamshedpur Joint Commissioner (Appeals) Jamshedpur

Assistant Commissioner (Appeals) New Delhi

Deputy Commissioner (Appeals) New Delhi

Deputy Commissioner of Commercial Taxes. Jamshedpur

Sales Tax Assistant Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

Excise Duty CESTAT

Excise Duty Commissioner (Appeals)

Service Tax Assistant Commissioner

c. No amount is required to be transferred to Investor Education and Protection fund within time and in accordance with the provisions of The Act and rules made there under.

viii. There are no accumulated losses of the Company as on March 31, 2015 and the Company has not incurred any cash losses during such financial year and in the immediately preceding financial year.

ix. According to the information and explanations given to us, as also on the basis of the books and records examined by us, the Company has not defaulted in repayment of dues, if any, to a financial institution, bank or debenture holders as at the balance sheet date.

x. According to the information and explanations given to us, as the Company has not given any guarantee for loans taken by others from banks or financial institutions, the requirement of Clause 3(x) of the Order to comment on whether the terms and conditions, whereof are prejudicial to the interest of the Company, is not applicable.

xi. The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

xii. Based on the audit procedures performed and to the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year nor have we been informed about any such case by the management.

For BANSI S. MEHTA & CO. Chartered Accountants Firm Registration No. 100991W

DIVYESH I. SHAH Place of Signature: MUMBAI Partner Date: May 27, 2015 Membership No. 37326


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards notified under the Companies Act, 1956 ("the Act") read with general circular 15/2013 dated 13th September 2013 of the Minister 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 the 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:

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

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

- In the case of 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, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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 the books;

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act, read with general circular 15/2013 dated 13th September 2013 of the Minister of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

(e) On the basis of the written representations received from the Directors as on March 31, 2014, and taken on record by the Board of Directors, we report that 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 Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, the company has disposed off assets of its Golmuri - Jamshedpur manufacturing unit which do not form substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the company has not granted or 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. In view of the foregoing, the question of reporting on clauses 4 (iii) (b), 4 (iii) (c) and 4 (iii) (d) of the Companies (Auditor''s Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Consequently, reporting on clause 4(v)(b) of the said Order does not arise.

(vi) The company has not accepted deposits from public and hence provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of Cost Records under Section 209(1)(d) of the Companies Act, 1956, in respect of the manufacturing activities of the Company to which The Companies (Cost Accounting Records) Rules, 2011 are applicable and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally been regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, employees'' state insurance, investor education and protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in this respect are in arrears, as at 31st March, 2014, for a period of more than six months from the date they became payable.

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

Sr. Name of Statute Amount Period to which the no. (Nature of the dues) (Rupees) amount relates

1. The Bihar Sales Tax Act, 1944 Sales Tax 12,612 F.Y. 2002-03

Sales Tax 12,668 F.Y. 1992-93

2. The Central Sales Tax Act, 1956

Sales Tax 91,700 F.Y. 1992- 93

211,627 F.Y. 2001-02 to F.Y. 2003-04

90,147 F.Y. 1996-97, F. Y. 1998-99 to F.Y. 1999-00

2,508,479 F.Y. 2000-01 to F.Y. 2004-05

149,348 F.Y. 2007-08

3. The Delhi Sales Tax Act, 1975

Sales Tax 58,514 F.Y. 1996-97 &

F. Y. 1998-99 to F.Y. 1999-00

Sales Tax 1,299,983 F.Y. 2000-01 to F.Y. 2004-05

4. The Central Excise Act, 1944

Excise Duty 5,812,606 F.Y. 2003-04 (net of deposit of Rs. 2,000,000)

Excise Duty 505,830 F.Y. 1986-90 (net of deposit of F. Y. 1996-97 to Rs. 288,872) F.Y. 1998-99

Service Tax 112,719 F.Y. 2004-05

F.Y. 2005-06

Name of Statue Forum where dispute is pending (Nature of the dues)

The Bihar Sales Tax Act, 1944

Sales Tax Joint Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

The Central Sales Tax Act, 1956

Sales Tax Deputy Commissioner (Appeals) Jamshedpur

Joint Commissioner (Appeals) Jamshedpur

Assistant Commissioner (Appeals) New Delhi

Deputy Commissioner (Appeals) New Delhi

Deputy Commissioner of Commercial Taxes, Jamshedpur

The Delhi Sales Tax Act, 1975

Sales Tax Assistant Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

The Central Excise Act, 1944

Excise Duty CESTAT

Excise Duty Commissioner (Appeals)

Service Tax Assistant Commissioner

(x) The company does not have any accumulated losses at the end of the financial year. During the financial year covered by our audit and in immediately preceding financial year, the Company has not incurred Cash losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or Bank or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4(xiii)(a),(b)(c) and (d) of the said Order are not applicable to the company.

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

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

(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 no funds have been raised on short-term or long-term basis and therefore reporting under clause 4(xvii) of the said Order is not required.

(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 Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

(xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure by management of end use of such monies does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For BANSI S. MEHTA & CO.

Chartered Accountants Firm Reg. No. 100991W

Place : Mumbai Divyesh I. Shah

Dated : 20th May, 2014 Partner

Membership No.37326


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting standards 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 the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

ii. In the case of Statement of Profit and Loss, of the profit/loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in the paragraphs 4 and 5 of the said Order.

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 the 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;

(e) On the basis of the written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, we report that 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 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) According to the information and explanations given to us, the company has not granted or 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. In view of the foregoing, the question of reporting on clauses 4(iii) (b), 4(iii) (c), 4(iii) (d), 4(iii) (e), 4(iii) (f) and 4(iii) (g) of the Companies (Auditor''s Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Consequently, reporting on clause 4(v)(b) of the said Order does not arise.

(vi) The company has not accepted deposits from public and hence provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956, in respect of the manufacturing activities of the Company to which The Companies (Cost Accounting Records) Rules, 2011 are applicable and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally been regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, employees'' state insurance, investor education and protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in this respect are in arrears, as at 31st March, 2013, for a period of more than six months from the date they became payable.

(x) The company does not have any accumulated losses at the end of the financial year. During the financial year covered by our audit and in immediately preceding financial year, the Company has not incurred Cash losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or Bank or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4(xiii)(a),(b),(c) and (d) of the said Order are not applicable to the company.

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

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

(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 no funds have been raised on short-term or long-term basis and therefore reporting under clause 4(xvii) of the said Order is not required.

(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 Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

(xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure by management of end use of such monies does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For BANSI S. MEHTA & CO.

Chartered Accountants Firm Reg. No. 100991W

Place : Mumbai Divyesh I. Shah

Dated: 30th May, 2013 Partner

Membership No.37326


Mar 31, 2012

1. We have audited the attached Balance Sheet of IVP LIMITED as at March 31, 2012, also the Statement of Profit and Loss Account and the Cash Flow Statement of the Company 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 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

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

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

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

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

(e) 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 are 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.

(f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts, together with notes thereon, 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

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

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) According to the information and explanations given to us, the company has not granted or 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. In view of the foregoing, the question of reporting on clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Consequently, reporting on clause 4(v)(b) of the said Order does not arise.

(vi) The company has not accepted deposits from public and hence provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of Cost Records under Section 209(1 )(d) of the Companies Act, 1956, in respect of the manufacturing activities of the Company to which The Companies (Cost Accounting Records) Rules, 2011 are applicable and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally been regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, investor education and protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in this respect are in arrears, as at 31st March, 2012, for a period of more than six months from the date they became payable.

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

Sr. Name of Statute Amount Period to which the Forum where dispute is pending no. (Nature of the dues) (Rupees) amount relates

1. The Bihar Sales Tax Act, 1944

Sales Tax 12,612 F.Y 2001-02 to Joint Commis sioner (Appeals)

F.Y 2005-06

Sales Tax 12,668 F.Y 1992-93 Deputy Commis sioner (Appeals)

2. The Central Sales Tax Act, 1956

Sales Tax 91,700 F.Y. 1992- 93 Deputy Commissioner

(Appeals) Jamshedpur

211,627 F.Y. 2001-02 to Joint Commissioner

F.Y. 2005-06 (Appeals) Jamshedpur

90,147 F.Y. 1996-97 to Assistant Commissioner

F.Y. 1999-00 (Appeals) New Delhi

2,508,479 F.Y. 2000-01 to Deputy Commissioner

F.Y. 2004-05 (Appeals) New Delhi

168,345 F.Y 2004-05 to Deputy Commissioner

F.Y 2009-10 (Appeals) Bangalore

139,125 F.Y. 2005-06 Deputy Commissioner of Commercial Tax, Tamilnadu

149,348 F.Y 2007-08 Deputy Commissioner of Commercial Taxes, Jamshedpur

3. The Delhi Sales Tax Act, 1975

Sales Tax 58,514 F.Y. 1996-97 to Assistant Commissioner (Appeals)

F.Y. 1999-00

Sales Tax 1,299,983 F.Y 2000-01 to Deputy Commissioner Appeals)

F.Y. 2004-05

4. The Karnataka Sales Tax Act, 1957

Sales Tax 28,605 F.Y. 1996-97 Karnataka Tribunal

5. The Tamilnadu General Sales Tax Act, 1959

Sales Tax 218,871 F.Y. 2005-06 Deputy Commissioner of Commercial Tax

6. The West Bengal Sales Tax Act, 1994

Sales Tax 123,521 F.Y. 2002-03 Deputy Commissioner

7. The Central Excise Act, 1944

Excise Duty 5,812,606 F.Y. 2003-04 CESTAT

(net of deposit of Rs. 2,000,000)

Excise Duty 505,830 F.Y. 1986-90

(net of deposit of F.Y 1996-97 to

Rs. 288,872) F.Y. 1998-99 Commissioner (Appeals)

Excise Duty 917,167 Period May 2005 to February'2008 Commissioner (Appeals)

Service Tax 112,719 F.Y.2004-05 F.Y.2005-06 Assistant Commissioner

(x) The company does not have any accumulated losses at the end of the financial year. During the financial year covered by our audit and in immediately preceding financial year, the Company has not incurred Cash losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or Bank or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4(xiii)(a),(b)(c) and (d) of the said Order are not applicable to the company.

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

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

(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 no funds have been raised on short-term or long-term basis and therefore reporting under clause 4(xvii) of the said Order is not required.

(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 Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

(xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure by management of end use of such monies does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For BANSI S. MEHTA & CO.

Chartered Accountants

Firm Reg. No. 100991W

Place : Mumbai Divyesh I. Shah

Dated: 21 May, 2012 Partner

Membership No.37326


Mar 31, 2011

1. We have audited the attached Balance Sheet of IVP LIMITED as at March 31, 2011, also the Profit and Loss Account and the Cash Flow Statement of the Company 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 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order.

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

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

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

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

(e) On the basis of the written representations received from the Directors as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with notes thereon, 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

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 Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE REPORT OF THE AUDITORS TO THE MEMBERS OF IVP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2011

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) According to the information and explanations given to us, the company has not granted or 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. In view of the foregoing, the question of reporting on clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Companies (Auditor's Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Consequently, reporting on clause 4(v)(b) of the said Order does not arise.

(vi) The company has not accepted deposits from public and hence provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) In view of the discontinuance of manufacturing operations of Vanaspati and refined oil, the question of maintaining such accounts and records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 does not arise.

(ix) (a) According to the records of the company, the company is generally been regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, employees' state insurance, investor education and protection fund, income-tax, sales tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in this respect are in arrears, as at 31st March, 2011, for a period of more than six months from the date they became payable.

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

Sr. Name of Statute Amount Period to which no. (Nature of the dues) (Rupees) the amount relates

1. The Bihar Sales Tax Act, 1944

Sales Tax 758,811 F.Y. 2001-02 to F.Y. 2005-06

Sales Tax 12,668 F.Y. 1992-93

2. The Central Sales Tax Act, 1956

Sales Tax 91,700 F.Y. 1992- 93

744,453 F.Y. 2001-02 to F.Y. 2005-06

90,137 F.Y. 1996-97 to F.Y.1999-00

2,508,479 F.Y. 2000-01 to F.Y. 2004-05

77,710 F.Y. 2004-05

139,125 F.Y. 2005-06

14,890,790 F.Y. 1999-00 (net of deposit of Rs 1,000,000)

149,348 F.Y.2007-08

3. The Delhi Sales Tax Act, 1975

Sales Tax 58,524 F.Y. 1996-97 to F.Y. 1999-00

Sales Tax 1,299,983 F.Y. 2000-01 to F.Y. 2004-05

4. The Karnataka Sales Tax Act, 1957

Sales Tax 28,605 F.Y. 1996-97

5. The Tamilnadu General Sales Tax Act, 1959

Sales Tax 166,099 F.Y. 2005-06

6. The West Bengal Sales Tax Act, 1994

Sales Tax 123,521 F.Y. 2002-03

7. The Bombay Sales Tax Act, 1959

Sales Tax 83,547,275 F.Y 1999-00

(net of deposit of Rs. 4,000,000)

8. The Central Excise Act, 1944

Excise Duty 5,812,606 F.Y.2003-04

(net of deposit of Rs.2,000,000)

Excise Duty 505,830 F.Y.1986-90

(net of deposit F.Y. 1996-97 to of Rs. 288,872) F.Y. 1998-99

Excise Duty 917,167 Period May'2005 to February' 2008

Service Tax 112,719 F.Y.2004-05

F.Y.2005-06

Name of Statute Forum where dispute is pending (Nature of the dues)

The Bihar Sales Tax Act, 1944

Sales Tax Joint Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

The Central Sales Tax Act, 1956

Sales Tax Deputy Commissioner (Appeals) Jamshedpur

Joint Commissioner (Appeals) Jamshedpur

Assistant Commissioner (Appeals) New Delhi

Deputy Commissioner (Appeals) New Delhi

Deputy Commissioner (Appeals) Bangalore

Deputy Commissioner of Commercial Tax, Tamilnadu

Maharashtra Sales Tax Tribunal, Mumbai

Deputy Commissioner of Commercial Taxes, Jamshedpur

3. The Delhi Sales Tax Act, 1975

Sales Tax Assistant Commissioner (Appeals)

Sales Tax Deputy Commissioner (Appeals)

4. The Karnataka Sales Tax Act, 1957

Sales Tax Karnataka Tribunal

The Tamilnadu General Sales Tax Act, 1959

Sales Tax Deputy Commissioner of Commercial Tax

The West Bengal Sales Tax Act, 1994

Sales Tax Deputy Commissioner

The Bombay Sales Tax Act, 1959

Sales Tax Maharashtra Sales Tax Tribunal, Mumbai

The Central Excise Act, 1944

Excise Duty CESTAT

Excise Duty Commissioner (Appeals)

Excise Duty Commissioner(Appeals)

Service Tax Assistant Commissioner

(x) The company does not have any accumulated losses at the end of the financial year. During the financial year covered by our audit, the Company has not incurred Cash losses. However, in the immediately preceding financial year the Company had incurred Cash losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or Bank or debenture holders as at the Balance Sheet date.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clauses 4(xiii)(a),(b)(c) and (d) of the said Order are not applicable to the company.

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

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

(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 no funds have been raised on short-term or long-term basis and therefore reporting under clause 4(xvii) of the said Order is not required.

(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 Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

(xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure by management of end use of such monies does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For BANSI S. MEHTA & CO. Chartered Accountants Firm Reg. No. 100991W

(Divyesh I. Shah) Partner Membership No.37326

Place : Mumbai Dated : 26th May 2011


Mar 31, 2010

1. We have audited the attached Balance Sheet of IVP LIMITED as at March 31, 2010, also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

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

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

(e) On the basis of the written representations received from the Directors as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors are disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) We are unable to express an opinion on the financial impact, not ascertained by the Company, that may arise on account of impairment of assets related to discontinued operations.[Refer note 7(i) of Schedule J].

(g) In our opinion and to the best of our information and according to the explanations given to us, subject to note no.7(i) relating to Impairment of Assets, of Scheduled, the said accounts, together with notes thereon, 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 Balance Sheet, of the state of affairs of the Company as at March 31,2010;

ii) In the case of Profit and Loss Account, of the loss for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OFTHE REPORT OF THE AUDITORS TO THE MEMBERS OF IVP LIMITED ON THE ACCOUNTS FORTHEYEAR ENDED MARCH 31, 2010

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

(b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) (a) According to the information and explanations given to us, the company has not granted or 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. In view of the foregoing, the question of reporting on clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Companies (Auditors Report) Order, 2003 (hereinafter referred to as the said Order) does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Consequently, reporting on clause 4(v)(b) of the said Order does not arise.

(vi) The company has not accepted deposits from public and hence provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

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

(viii) In view of the discontinuance of manufacturing operations of Vanaspati and refined oil, the question of maintaining such accounts and records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 does not arise.

(ix) (a) According to the records of the company, the company has generally been regular in depositing with the appropriate authorities, undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income-tax, sales tax, wealth-tax, service.tax, customs duty, excise duty, cess and other material statutory dues applicable to it. No undisputed amounts payable in this respect are in arrears, as at 31st March, 2010, for a period of more than six months from the date they became payable.

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

Sr. Name of Statute Amount Period to which Forum where dispute no. (Nature of the dues) (Rupees) the amount relates is pending

1. The Bihar Sales Tax Act, 1944

Sales Tax 804,737 F.Y. 2001-02 to Joint Commissioner (Appeals) F.Y. 2005-06 Sales Tax 12,668 F.Y. 1992-93 Deputy Commissioner (Appeals)

2. The Central Sales Tax Act, 1956

Sales Tax 91,700 F.Y. 1992-93 Deputy Commissioner (Appeals) Jamshedpur 744,453 F.Y. 2001-02 to Joint Commissioner F.Y. 2005-06 (Appeals) Jamshedpur

90,137 F.Y. 1996-97 to Assistant Commissioner F.Y. 1999-00 (Appeals) New Delhi

2,508,479 F.Y. 2000-01 to Deputy Commissioner

F.Y. 2004-05 (Appeals) New Delhi

77,710 F.Y. 2004-05 Deputy Commissioner (Appeals) Bangalore 139,125 F.Y. 2005-06 Deputy Commissioner of Commercial Tax, Tamilnadu 19,346,729 F.Y. 1999-00 Assistant Commissioner (net of deposit of Rs 1,000,000) (Appeals) Mumbai

3.The Delhi Sales Tax Act, 1975

Sales Tax 58,524 F.Y. 1996-97 to Assistant Commiss -ioner (Appeals) F.Y. 1999-00 Sales Tax 1,299,983 F.Y. 2000-01 to Deputy Commissioner (Appeals)

F.Y. 2004-05

4. The Karnataka Sales Tax Act, 1957

Sales Tax 28,605 F.Y. 1996-97 Karnataka Tribunal

5. The Tamilnadu General Sales Tax Act, 1959

Sales Tax 166,099 F.Y. 2005-06 Deputy Commissioner of Commercial Tax

6. The West Bengal Sales Tax Act, 1994

Sales Tax 123,521 F.Y. 2002-03 Deputy Commissioner

7. The Bombay Sales Tax Act, 1959

Sales Tax 87,606,959 F.Y. 1999-00 Assistant Commissio -ner (Appeals)

(net of deposit Rs. 4,000,000)

8. The Central Excise Act, 1944

Excise Duty 5,812,606 F.Y. 2003-04 CESTAT

(net of deposit Rs. 2,000,000)

Excise Duty 505,830 F.Y. 1986-90 Commissioner (Appeals)

(net of deposit F.Y. 1996-97 to Rs. 288,872) F.Y. 1998-99 Excise Duty 38,158 F.Y. 2008-09 Assistant Commissioner

Service Tax 112,719 F.Y. 2004-05 Assistant Commissioner

F.Y. 2005-06

(x) The company does not have any accumulated losses at the end of the financial year. During the financial year covered by our audit, the Company has incurred Cash losses. However, in the immediately preceding financial year there were no such Cash losses.

(xi) In our opinion and according to the information and explanations given to us, the company has not taken any loans from financial institutions or banks or debenture holders.

(xii) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not obtained any term loans. Accordingly, the question of reporting on its application does not arise.

(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 no funds have been raised on short-term or long-term basis and therefore reporting under clause 4(xvii) of the said Order is not required.

(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 Companies Act, 1956. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the company does not arise.

(xix) The company has not issued any debentures. Accordingly, the question of creating a security or charge for debentures does not arise.

(xx) The company has not raised any money by public issues during the year. Accordingly, the question of disclosure by management of end use of such monies does not arise.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For B. S. MEHTA & CO.

Chartered Accountants Firm Reg. No. 106190W

DIVYESH I. SHAH

Partner

Membership No. 37326

Place : Mumbai

Dated : 25th May, 2010

 
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