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Auditor Report of J L Morison (India) Ltd.

Mar 31, 2015

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

Management''s Responsibility for the Financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' 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 accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the aforesaid 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 written representations received from the directors as on March 31,2015, and 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 26 on Contingent Liabilities to the financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts hence, the question of any material foreseeable losses does not arise;

(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 INDEPENDENT AUDITOR''S REPORT [Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditor''s Report of even date to the members of J. L. Morison (India) Limited on the financial statements for the year ended 31st March, 2015]

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

(b) During the year, fixed assets have not been physically verified by the management. However, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) 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. As informed no material discrepancies were noticed on physical verification carried out during the year.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions stated in paragraph 3 (iii)(a) and 3 (iii)(b) of the Order are not applicable.

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

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.

(vi) The Central Government of India has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Act and the rules framed there under.

(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, cess and any other material statutory dues applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, the dues outstanding with respect to, income tax, sales tax, wealth tax, service tax, value added tax, customs duty, duty, cess and any other material statutory dues applicable to it, on account of any dispute, are as follows:

Name of the statute Nature of Dues Amount Period to which the amount relates

Under Sales Tax Act

Kolkata Sales Tax 53,018 1995 - 96

Kolkata Sales Tax 58,099 1998 - 99

Kolkata Sales Tax 6,52,288 2003 - 04

Kolkata Sales Tax 55,830 2004 - 05

Cuttack Sales Tax 14,520 2003 - 04

Cuttack Sales Tax 37,128 2004 - 05

Ranchi Sales Tax 28,638 2005 - 06

Ranchi Sales Tax 56,774 2006 - 07

Ernakulam Sales Tax 27,35,143 2011 - 12

Ernakulam Sales Tax 3,03,088 2007 - 08

Ernakulam Sales Tax 17,387 2006 - 07

Ernakulam Sales Tax 77,968 2005 - 06

total (A) 40,89,881

Under Income tax Nature of Dues Amount Period to which the amount relates

A.Y. 2003-04 Income Tax 1,56,55,718 2003-04

A.Y. 2005-06 Income Tax 14,96,235 2004-05

A.Y. 2008-09 Income Tax 2,15,499 2008-09

total (B) 1,73,67,452

Name of the Forum where dispute is pending Statute

Kolkata Deputy Commissioner of Commercial Taxes, Revisional Board, West Bengal

Kolkata Assistant Commissioner of Commercial Taxes, Corporate Division, West Bengal

Kolkata Appellate and Revisional Board, West Bengal

Kolkata Appellate and Revisional Board, West Bengal

Cuttack Assistant Commissioner of Commercial Taxes, Cuttack

Cuttack Assistant Commissioner of Commercial Taxes, Cuttack

Ranchi Assistant Commissioner of Commercial Taxes, Ranchi

Ranchi Assistant Commissioner of Commercial Taxes, Ranchi

Ernakulam Deputy Commissioner of Commercial Taxes, Ernakulam

Ernakulam Deputy Commissioner of Commercial Taxes, Ernakulam

Ernakulam Deputy Commissioner of Commercial Taxes, Ernakulam

Ernakulam Deputy Commissioner of Commercial Taxes, Ernakulam

Name of the Forum where dispute is pending Statute

A.Y 2003-04 Hon''ble High Court at Kolkata

A.Y 2005-06 Hon''ble High Court at Kolkata

A.Y 2008-09 Hon''ble High Court at Kolkata

(c) According to the information and explanations given to us, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(viii) The Company does not have accumulated losses at the end of the financial year nor has incurred cash losses in the current and immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

(xi) The Company has not obtained any term loans.

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

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W

Sumant Sakhardande Place: Mumbai Partner Dated: 20th May, 2015 Membership No.034828


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of J.L. MORISON (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, 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.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 31st March, 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 of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of J.L.MORISON (INDIA) LIMITED on the financial statements for the year ended 31st March, 2013]

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

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

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

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

(b) 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 no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions stated in paragraph 4 (iii)(b),(c) and (d) of the order are not applicable.

(e) The Company has taken loan from a company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6.5 Crores and the year-end balance of loans taken from such party was Rs. 5 Crores.

(f) In our opinion, the rate of interest and other terms and conditions for such loans, are not prima facie, prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company

and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weaknesses in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rs. five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

(viii) We are informed that maintenance of cost records has been prescribed by the Central Government under clause (d) of sub section (1) of Section 209 of the Act for the activities carried on by the Company. Further, as informed to us, the Company has stopped its manufacturing activity since August 2008 and has applied to the central government for exemption from maintenance of cost records and accordingly, the Company has not maintained the cost records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection 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.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth- tax, service tax, sales-tax, customs duty, excise duty cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of dispute, are as follows:

Under Sales Amount Period to which Forum where dispute is Tax Act (Rs.) the amount pending relates

Cuttack 14,520 03-04 Assistant Commissioner of Commercial taxes, Cuttack

Cuttack 37,128 04-05 Assistant Commissioner of Commercial taxes, Cuttack

Kolkata 53,018 95-96 Dy Commissioner of Commercial Taxes Revisional Board, West Bengal

Kolkata 58,099 98-99 Assistant Commissioner of Commercisl Taxes, Corporate division, West Bengal

Kolkata 6,52,288 03-04 Appellate and Revisional Board West Bengal

Kolkata 55,830 04-05 Appellate and Revisional Board West Bengal

kolkata 3,125 09-10 Joint Commisioner Kolkata

Ranchi 28,638 05-06 Commissioner of Sales Tax, Ranchi

Ranchi 56,774 06-07 Commissioner of Sales Tax Ranchi

Total(A) 959,420

Underlncome Amount Period to which Forum where dispute is Tax Act (Rs.) the amount pending relates Assessment 1,56,55,718 03-04 ITAT Appeal, Year 03-04 Kolkata

Assesment 14,96,235 05-06 ITAT Appeal, Year 05-06 Kolkata

Assesment 1,81,590 09-10 DC CC-VII Year 09-10

Total (b) 1,73,33,543

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

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

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

(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 raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanation given to us, 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.

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

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

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

For Haribhakti & Co.

Chartered Accountants

Firm Registration No. 103523W

Atul Gala

Partner

Membership No.: 048650 Place : Mumbai

Dated : 10th May, 2013


Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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, as amended by the Companies (Auditors' Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956' of India ('the Act') and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

ii. 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;

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

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

v. On the basis of the written representations received from the Directors of the Company, as on 31st March, 2012 and taken on record by the Board of Directors of the Company, we report that none of the Director is disqualified as on 31s1 March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements read together with Notes thereon and attached thereto, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012,

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

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors' Report of even date to the members of J. L. MORISON (INDIA) LIMITED on the financial statement for the year ended 31s1 March, 2012.

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of its fixed assets.

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

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

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

(b) 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 no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted loan to a company covered

in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.210 lacs and the year- end balance of loans taken from such parties was Rs. Nil.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(c) The parties have repaid the principal amounts as stipulated and have also been regular in the payment of interest to the company.

(d) In respect of the said loans and interest thereon, there are no overdue amounts.

(e) The Company had taken loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 920 lacs and the year-end balance of loans taken from such parties was Rs. Nil.

(f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the 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 of the company.

(v) (a) According to the information and explanations given

to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

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

(viii) We are informed that maintenance of cost records has been prescribed by the Central Government under clause (d) of sub section (1) of Section 209 of the Act for the activities hither to carried on by the Company. Further, as informed to us, the Company has stopped its manufacturing activity since August 2008 and has applied to the central government for exemption from maintenance of cost audit records and accordingly the company has not maintained the cost records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection 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 is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date it became payable.

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Under Sales Amount Forum where dispute is Tax Act pending

Cuttack 03-04 14,520 Assistant Commissioner of Commercial taxes, cuttack

Cuttack 04-05 37,128 Assistant Commissioner of Commercial taxes, Cuttack

Ernakulam 05-06 77,968 Deputy Commissioner of Commercial taxes

Ernakulam 06-07 17,387 Deputy Commissioner of Commercial taxes

Ernakulam 07-08 3,03,088 Deputy Commissione r of Commercial taxes

Kolkata 95-96 53,018 Dy Commissioner of Commercial Taxes Revisional Board, West Bengal

kolkata 98-99 58,099 Assistant Commissioner of commercial taxes, corporate division, West Bengal

Kolkata 03-04 6,52,288 Appellate and Revisional Board West Bengal

Kolkata 04-05 55,830 Appellate and Revisional Board West Bengal

Ranchi 05-06 28,638 Commissioner of Sales Tax, Ranchi

Ranchi 06-07 56,774 Commissioner of Sales Tax, Ranchi

Maharashtra 2,06,507 Joint Commissioner of 04-05 sales tax (Appeal) Mumbai city division, Mumbai

Total (A) 15,61,245

Under Income Amount Forum where dispute is Tax Act pending

Assessment 1,56,55,718 Tribunal Appeal, Kolkata Year 03-04

Assessment 14,96,235 ITAT Appeal, Kolkata Year 05-06

Assessment 1,81,590 DC CC-VII Year 09-10

Total (B) 1,73,33,543

(x) The Company has neither accumulated losses as at 31s! March, 2012, nor it has incurred any cash losses either in the financial year under audit and in the immediately preceding financial year.

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

(xii) The Company has granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

(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 raised on short-term basis have been used for long-term investment.

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

(xx) The Company did not raise any money by way of public issue during the year.

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

For Haribhakti & Co. Chartered Accountants Firm Registration No. 103523W

Sumant Sakhardande Partner Membership No.: 034828

Place : Mumbai,

Dated : 18th May , 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of J.L. MORISON (INDIA) LIMITED ('the Company') as at 31s1 March, 2011 and also the Profit and Loss Account and the Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 forour opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India ('the Act') and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

ii. 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;

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

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

v. On the basis of the written representations received from the directors of the Company, as on 31s1 March, 2011, and taken on record by the Board of Directors of the Company, we report that none of the director is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements read together with Notes thereon and attached thereto, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011,

b) in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date and

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

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors' Report of even date to the members of J.L. MORISON (INDIA) LIMITED on the financial statement for the year ended 31st March, 2011

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

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

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

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

(b) 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 no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has not granted loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. (b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(c) The party is repaying the principal amounts as stipulated and has also been regular in the payment of interest to the company.

(d) There is no overdue amount in excess of Rs. 1 lakh in respect of loan granted to company, listed in the register maintained under section 301 of the CompaniesAct, 1956.

(e) The Company had taken loan from a company covered in the register maintained under section 301 of the CompaniesAct, 1956. The maximum amount involved during the year was Rs.800 lacs and the year-end balance of loans taken from such parties was Rs.Nil.

(f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the company is regular in repaying the principal amounts as stipulated and has been regular in payment of interest.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the 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 of the company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

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

(viii) We are informed that maintenance of cost records has been prescribed by the Central Government under clause (d) of sub section (1) of Section 209 of the Act for the activities hither to carried on by the Company. Further, as informed to us, the Company has stopped its manufacturing activity since August 2008 and has applied to the Central Government for exemption from maintenance of cost audit records and accordingly the company has not maintained the cost records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection 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 is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date it became payable.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441Aof the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Under Sales Amount Forum where dispute is Tax Act (Rs.) pending

Cuttack 03-04 14,520 Assistant Commissioner of Commercial taxes, cuttack

Cuttack 04-05 37,128 Assistant Commissioner of Commercial taxes, Cuttack

Ernakulam 05-06 77,968 Deputy Commissioner of Commercial taxes

Ernakulam 06-07 17,387 Deputy Commissioner of Commercial taxes

Ernakulam 07-08 3,03,088 Deputy Commissioner of Commercial taxes

Kolkata 95-96 53,018 Dy Commissioner of Commercial Taxes Revisional Board, West Bengal

Kolkata 96-97 3,583 Assistant Commissioner of Commercial Taxes, corporate division, West Bengal

Kolkata 98-99 58,099 Assistant Commissioner of Commercial Taxes, corporate division, West Bengal

Kolkata 00-01 35,25,077 Appellate and Revisional Board West Bengal

Kolkata 03-04 6,52,288 Appellate and Revisional Board West Bengal

Kolkata 04-05 55,830 Appellate and Revisional Board West Bengal

Kolkata 05-06 1,46,628 Additional Commissioner of Sales Tax, West Bengal

Kolkata 06-07 12,12,460 Additional Commissioner of Sales Tax, West Bengal

Ranchi 05-06 28,638 Commissioner of Sales Tax, Ranchi

Ranchi 06-07 56,774 Commissioner of Sales Tax, Ranchi

Maharashtra 2,06,507 Joint Commissioner of 04-05 sales tax (Appeal) Mumbai city division, Mumbai

Total (A) 64,48,993

Under Income Amount Forum where dispute Tax Act (Rs.) is pending

Assessment 2,08,20,389 CIT Appeal, Kolkatta Year 03-04

Assessment 69,18,916 CIT Appeal, Kolkatta Year 05-06

Total (B) 2,77,39,305

(x) The Company has neither accumulated losses as at 31st March, 2011, nor it has incurred any cash losses either in the financial year under audit and in the immediately preceding financial year.

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

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

(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 raised on short-term basis have been used for long-term investment.

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

(xx) The Company did not raise any money by way of public issue during the year.

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

For Haribhakti & Co.

Chartered Accountants Firm Registration No. 103523W

Prasad Paranjape

Partner Membership No.: 47296

Place: Mumbai Date : 25th May, 2011


Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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, as amended by the Companies (Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of the audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

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

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Financial Statements read together with Notes thereon and attached thereto, give the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2010,

b) in the case of Profit and Loss Account, of the profit of the Company for the year ended on that date and

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

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of J.L. MORISON (INDIA) LIMITED on the financial statement for the year ended 31st March, 2010.

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

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

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

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

(b) 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 no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted loan to a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 475 lakhs and the year- end balance of loan granted to such party was Rs. Nil.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan is not, prima facie, prejudicial to the interest of the Company.

(c) In respect of the loan granted, repayment of principal amount is as stipulated which has been repaid along with interest thereon.

(d) There is no overdue amount of loan granted to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(e) The Company had taken loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 200 lakhs and the year-end balance of loans taken from such parties was Rs.Nil.

(f) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan is not, prima facie, prejudicial to the interest of the Company.

(g) In respect of the loan taken, repayment of principal amount is as stipulated and has been fully repaid along with interest thereon.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits under the provisions of Section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. (viii) We are informed that maintenance of cost records has been prescribed by the Central Government under clause (d) of sub section (1) of Section 209 of the Act for the activities carried on by the Company. Further, as informed to us, the Company has stopped its manufacturing activity since August 2008 and has applied to the central government for exemption from maintenance of cost audit records and accordingly the company has not maintained the cost records.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection 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 is no arrears of outstanding statutory dues as at the last day of the financial year for a period of more than six months from the date it became payable, except for an amount ofRs. 21,578/- to be transferred to investors education and protection fund towards unclaimed deposit more than 7 years.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Under Sales Amount Forum where dispute

Tax Act (Rs.) is pending

Cuttack 03-04 14,520 Assistant Commissioner of Commercial taxes.Cuttack

Cuttack 04-05 37,128 Assistant Commissioner of Commercial taxes.Cuttack

Emakulam 97-98 62,293 Deputy Commissioner of Commercial taxes.

Emakulam 98-99 2,15,619 Deputy Commissioner of Commercial taxes.

Emakulam 99-00 88,623 Deputy Commissioner of Commercial taxes.

Emakulam 05-06 77,968 Deputy Commissioner of Commercial taxes.

Emakulam 06-07 17,387 Deputy Commissioner of Commercial taxes.

Emakulam 07-08 3,03,088 Deputy Commissioner of Commercial taxes.

Kolkata 95-96 53,018 Dy Commissioner of Commercial taxes, Revisional Board, West Bengal

Kolkata 96-97 3,583 Assistant Commissioner of Commercial taxes,Corporate Division, West Bengal

Kolkata 98-99 58,099 Assistant Commissioner of Commercial taxes,Corporate Division, West Bengal

Kolkata 00-01 35,25,077 Appellate and Revisional Board West Bengal

Kolkata 03-04 6,52,288 Appellate and Revisional Board West Bengal

Kolkata 04-05 55,830 Appellate and Revisional Board West Bengal

Kolkata 05-06 1,46,628 Additional Commissioner of Sales Tax, West Bengal

Kolkata 06-07 29,65,357 Additional Commissioner of Sales Tax, West Bengal

Ranchi 05-06 28,638 Commissioner of Sales Tax Ranchi

Ranchi 06-07 56,774 Commissioner of Sales Tax Ranchi

Maharashtra 2,06,507 Joint Commissioner of sales 04-05 tax (Appeal) Mumbai city division, Mumbai

Total (A) 85,68,425

Under Income Amount Forum where dispute

Tax Act (Rs.) is pending

Assessment 2,08,20,389 JCIT Central Circle VII

Year 03-04 Kolkatta

Total (B) 2,08,20,389

Grand Total 2,93,88,824

(A+B)

(x) The Company has neither accumulated losses as at 31st March, 2010, nor it has incurred any cash losses either in the financial year under audit and in the immediately preceding financial year.

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

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

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in

shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

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

(xvi) In our opinion, the term loans have been applied for the purpose for which the loans were raised.

(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 raised on short-term basis has been used for long-term purpose.

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

(xx) The Company did not raise any money by way of public issue during the year.

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



For Haribhakti & Co.

Chartered Accountants

Firm Registration No. 103523W



Prasad Paranjape

Partner

Membership No.: 047296

Place: Mumbai,

Dated: 21st May, 2010



 
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