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Auditor Report of Kothari Sugars & Chemicals Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of KOTHARI SUGARS AND CHEMICALS LIMITED ("The Company") which comprise of the Balance Sheet as at 31st March 2015, Statement of Profit & 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

The Management and Board of Directors of the Company are 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 the assets of the company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act, and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 to 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 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 2015; and

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

c) 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

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

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 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 and Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of written representations received from the directors as on 31st March 2015 and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 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 Auditors report in accordance with Rule 11 of the Companies (Audits 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.

ii. There was no amount which was required to be transferred to the Investor Education and Protection Fund.

iii. The company did not have any contracts including long term derivative contracts for which there were any material foreseeable losses.

Annexure referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements "of our Report of even date to the members of Kothari Sugars and Chemicals Limited on the accounts of the company for the year ended 31st March, 2015 :

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, 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, these fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(ii) (a) Inventories have been physically verified 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 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 have been properly dealt with in the books of accounts and were not material.

(iii) 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.

(iv) In our opinion and according to the information and explanations given to us, there is 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 and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

(vi) On the basis of records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

(vii) (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance Act, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty Value Added Tax other material statutory dues, as applicable, with the appropriate authorities in India. No undisputed amounts payable in respect of the above statutory dues were in arrears as at 31st March 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Sales Tax and Value Added Tax which have not been deposited on account of disputes. Dues of Service Tax, Customs Duty, Excise Duty and Electricity Consumption Tax as on 31st March 2015 which have not been deposited on account of disputes are given below:



Name of the Statute Nature of Dues Amount Rs. in Lacs

Central Excise Act, 1944 Excise Duty 88.12



Central Excise Act, 1944 Excise Duty 3.87



Central Excise Act, 1944 Excise Duty 427.17





Central Excise Act, 1944 Excise Duty 12.48



Central Excise Act, 1944 Excise Duty 128.19

Finance Act 1994 Service Tax 1.47

Tamilnadu Tax on Electricity 525.39 Consumption or sale Consumption Tax of Electricity Act, 2003

Name of the Statute Forum where the dispute is pending

Central Excise Act, 1944 CESTAT



Central Excise Act, 1944 Assistant Commissioner. Central Excise

Joint / Assistant Commissioner

Central Excise Act, 1944

Central Excise



Central Excise Act, 1944 High Cout Madras



Central Excise Act, 1944 Supreme Court

Finance Act 1994 CESTAT

Tamilnadu Tax on Supreme Court Consumption or sale of Electricity Act, 2003

Name of the Statute Period of dispute (financial year) 1993-94 to1996-97

Central Excise Act, 1944

2003-04

Central Excise Act, 1944 1999-2000



Central Excise Act, 1944 2005-06 to 2010-11



1995-96 1998-99

Central Excise Act, 1944

2002-03

Central Excise Act, 1944 1995-96 to 1998-99

Finance Act 1994 2010-11 to 2011-12

Tamilnadu Tax on 2009-10 to 2011-12 Consumption or sale of Electricity Act, 2003

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

(viii) The company has no accumulated loss as at 31st March 2015. The company has not incurred cash loss in the financial year under report and in the immediately preceding financial year.

(ix) The company has not defaulted in repayment of dues to banks.

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

(xi) The Term loans have been applied for the purpose for which they were obtained.

(xii) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For R.Subramanian and Company Chartered Accountants Firm's No. 004137S

R. Rajaram Place : Chennai Partner Date : May 29, 2015 M.No. 25210


Mar 31, 2014

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

Management''s Responsibility for the Financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

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

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

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

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

KOTHARI SUGARS AND CHEMICALS LIMITED ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. Fixed assets disposed off during the year do not affect the concept of going concern.

4. Inventories were physically verified during the year by the management at reasonable intervals.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

5. The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the companies Act 1956.

6. In our opinion and according to the information and explanations given to us, the company has taken loans from the companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was NIL and the year-end balance of loans taken from such parties was Rs.850.53 lacs.

In our opinion, interest has been specified for such a loan and other terms and conditions on which loan were taken are not prima facie prejudicial to the interest of the company.

The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest wherever applicable.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and there was no continuing failure to correct any major weakness.

8. In our opinion and according to the explanations given to us, transactions made in pursuance of contracts or arrangements requiring entry in the registers maintained under section 301 of the Companies Act, 1956 have been entered.

The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

9. The company has no fixed deposits requiring compliance of provisions of Section 58 and 58 AA or any other relevant provisions of the act and the rules framed there under.

10. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

11. We have broadly reviewed the books and records maintained by the company relating to the materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained for the period under audit. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

12. According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Investor Education and Protection Fund and Wealth Tax.

According to the information and explanations given to us, Purchase Tax and Sales tax amounting to Rs.210.84 lacs has been in arrears for a period exceeding six months from the date they became payable .

According to the information and explanations given to us, the following are the dues in respect of Customs Duty, and Excise duty, which have not been deposited on account of any dispute and there are no such dues in respect of Wealth Tax, Service Tax, Income tax and Value Added Tax.

Sl No Nature of dues Forum Where Disputed Amount Unpaid Rs. in lacs

(i) Central Excise Joint Asst. Comm. 492.34 Central Excise

(ii) Central Excise CESTAT 38.12

(iii) Central Excise High Court 4.05

(iv) Central Excise Supreme Court 128.19

(v) Customs Commissioner 73.39 Appeals

13. The Company has no accumulated losses at the end of the year. The Company has not incurred any cash loss during the financial year and the immediately preceding financial year.

14. The Company has not defaulted in the payment of dues to financial institutions, banks and debenture holders during the year.

15. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

16. In our opinion and according to the information and explanations given to us the Company is not a Chit Fund, Nidhi or Mutual Benefit fund or Society.

17. In our opinion and according to the information and explanations given to us the Company is dealing in, trading in shares, debentures and other investments and proper records have been maintained of the transactions and contracts and timely entries have been made there in. These shares, debentures and other securities have been held by the company in its own name.

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

19. To the best of our knowledge and belief and according to the information and explanations given to us, new term loan availed by the Company during the year have been applied for the purposes for which loans were obtained.

20. According to the cash flow statement and other records examined by us and the information and explanations given to us, no funds raised on short term basis have been used for long term investments.

21. The Company has not allotted shares during the financial year to companies covered in the register maintained under section 301 of the Companies Act, 1956.

22. According to the information and explanations given to us and the records examined by us, no debentures have been issued during the year.

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

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

For R.Subramanian and Company Chartered Accountants Firm No. 004137S

Place : Chennai M. Rajasekar Date : May 27, 2014 Partner M.No.228637


Mar 31, 2013

Report on the Financial statements

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

Management''s Responsibility For The Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial 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 fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial 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 fnancial 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 fnancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on other legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") 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 March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

KOTHARI SUGARS AND CHEMICALS LIMITED ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

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

2. Some of the fxed assets were physically verified during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fxed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. Fixed assets disposed off during the year do not affect the concept of going concern.

4. Inventories were physically verified during the year by the management at reasonable intervals.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

5. The company has not granted any loan secured or unsecured to companies, frms or other parties covered in the register maintained under Section 301 of the companies Act 1956.

6. In our opinion and according to the information and explanations given to us, the company has taken loans from the companies covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.1500 lacs and the year-end balance of loans taken from two such parties was Rs.2467.84 lacs.

In our opinion, interest specified for such a loan taken during the year and other terms and conditions on which all such loans were taken are not prima facie prejudicial to the interest of the company.

The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest where ever applicable..

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services and there was no continuing failure to correct any major weakness.

8. In our opinion and according to the explanations given to us, transactions made in pursuance of contracts or arrangements requiring entry in the registers maintained under section 301 of the Companies Act, 1956 have been entered.

The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

9. The company has no fxed deposits requiring compliance of provisions of Section 58 and 58 AA or any other relevant provisions of the act and the rules framed there under.

10. The Internal Audit function has been carried out by frms of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

11. We have broadly reviewed the books and records maintained by the company relating to the materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained for the period under audit. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

12. According to the information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, cess and any other statutory dues with the appropriate authorities during the year. The company has no dues towards Investor Education and Protection Fund and Wealth Tax.

According to the information and explanations given to us, Purchase Tax and Sales tax amounting to Rs.591.88 lacs has been in arrears for a period exceeding six months (pertaining to the period Apirl 2001 to June 2004) from the date they became payable. The company has appealed to the authorities in terms of the AAIFR order dated ^ 17.06.2004 in respect of these liabilities. J

According to the information and explanations given to us, the following are the dues in respect of Customs Duty, and Excise Duty, which have not been deposited on account of any dispute and there are no such dues in respect of Income Tax, Wealth Tax, Service Tax and Value Added Tax.

sl no. nature of dues Forum Where disputed Amount unpaid Rs in lacs

i. Central Excise Joint Asst. Comm. Central Excise 467.58

ii. Central Excise CESTAT 15.35

iii. Central Excise High Court 3.35

iv Central Excise Supreme Court 128.19

v. Customs Commissioner Appeals 73.39

13. The Company has no accumulated losses at the end of the year. The Company has not incurred any cash loss during the fnancial year and the immediately preceding fnancial year.

14. The Company has not defaulted in the payment of dues to fnancial institutions, banks and debenture holders during the year.

15. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

16. In our opinion and according to the information and explanations given to us the Company is not a Chit Fund, Nidhi or Mutual Benefit fund or Society.

17. In our opinion and according to the information and explanations given to us the Company is dealing in, trading in shares, debentures and other investments and proper records have been maintained of the transactions and contracts and timely entries have been made there in. These shares, debentures and other securities have been held by the company in its own name.

18. In our opinion and according to the information and explanations given to us the Company has not given any guarantee for any loans taken by others from banks and fnancial institutions during the fnancial year.

19. To the best of our knowledge and belief and according to the information and explanations given to us, new term loan availed by the Company during the year have been applied for the purposes for which loans were obtained.

20. According to the cash fow statement and other records examined by us and the information and explanations given to us, no funds raised on short term basis have been used for long term investments.

21. The Company has not allotted shares during the fnancial year to companies covered in the register maintained under section 301 of the Companies Act, 1956.

22. According to the information and explanations given to us and the records examined by us, no debentures have been issued during the year.

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

For R.subramanian and company

Chartered Accountants

Firm No. 004137S

Place Chennai m. Rajasekar

Date May 30, 2013 Partner

M.No.228637


Mar 31, 2012

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

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent they are applicable to the company.

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

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

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

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement referred to in 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 directors and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the 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 read together with the notes thereon and schedules attached thereto, 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 so far it relates to the Balance Sheet, the state of affairs of the company as at 31st March 2012, ii) in so far it relates to the Statement of Profit and Loss, of the profit for the year ended on that date, and iii) in so far it relates to the Cash Flow Statement, of the Cash Flow for the year ended on that date.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. Fixed assets disposed off during the year do not affect the concept of going concern.

4. Inventories were physically verified during the year by the management at reasonable intervals.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

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

6. The company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

7. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and there was no continuing failure to correct any major weakness.

8. In our opinion and according to the explanations given to us, there are no transactions made in pursuance of

contracts or arrangements requiring entry in the registers maintained under Section 301 of the Companies Act, 1956.

9. The company has no fixed deposits requiring compliance of provisions of Section 58 and 58 AA or any other relevant provisions of the Act.

10. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

11. We have broadly reviewed the cost records and accounts relating to materials, labour and other items of cost 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. We are of the opinion that prima facie the prescribed accounts and records have been made and maintained for the period under audit. We have however not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

12. According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Income Tax, Sales Tax, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess and any other statutory dues with the appropriate authorities during the year.

According to the information and explanations given to us, Purchase Tax and Sales Tax amounting to Rs. 811.09 lacs has been in arrears for a period exceeding six months from the date they became payable. The company has appealed to the authorities in terms of the AAIFR order dated 17.06.2004 in respect of these liabilities.

According to the information and explanations given to us, the following are the dues in respect of Customs Duty, Income Tax and Excise Duty, which have not been deposited on account of any dispute and there are no such dues in respect of Wealth Tax, Service Tax and Value Added Tax.

13. The Company has no accumulated losses at the end of the year. The Company has not incurred any cash loss during the year and in the immediately preceding financial year.

Sl. Nature of Forum Where Disputed Amount Unpaid No. Statute Rs inlakhs

(a) Central Excise Joint Asst. Comm. Central Excise 466.05

(b) Central Excise CESTAT 75.32

(c) Central Excise High Court 3.75

(d) Customs Commissioner Appeals 73.39

14. The Company has not defaulted in the dues payable to financial institutions, Banks and debenture holders during the financial year.

15. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

16. The Company is not a chit fund or a nidhi/mutual benefit fund /society.

17. In our opinion and according to the information and explanations given to us the Company is dealing in, trading in shares, debentures and other investments and proper records have been maintained of the transactions and contracts and timely entries have been made there in. These shares debentures and other securities have been held by the company in its own name.

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

19. To the best of our knowledge and belief and according to the information and explanations given to us, new term loan availed by the Company during the year have been applied for the purposes for which loans were obtained

20. According to the cash flow statement and other records examined by us and the information and explanations given to us, no funds raised on short term basis have been used for long term investments.

21. The company has not allotted shares during the financial year to companies covered in the register maintained under section 301 of the Companies Act 1956.

22. According to the information and explanations given to us and the records examined by us, no new debentures have been issued during the year.

23. According to the information and explanations given to us and the records examined by us there has been no public issue of shares and hence verification of end use does not arise.

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

For R.Subramanian and Company Chartered Accountants Firm No. 004137S

R.Rajaram Partner M.No.25210

Place : Chennai Date : August 03, 2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of Kothari Sugars and Chemicals Limited as at 31 March 2011 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed there to. 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 (Auditors Report) Order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent they are applicable to the company.

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

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

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

c) The Balance Sheet, Profit and Loss account and Cash Flow Statement referred to in 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 directors and taken on record by the Board of Directors, 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.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon and schedules attached thereto, 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 so far it relates to the Balance Sheet, the state of affairs of the company as at 31st March 2011,

ii) in so far it relates to the Profit and Loss account, of the profit for the year ended on that date, and

iii) in so far it relates to the Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

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

2. Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

3. Fixed assets disposed off during the year do not affect the concept of going concern.

4. Inventories were physically verified during the year by the management at reasonable intervals.

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

In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

5. The company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

6. The company has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

7 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services and there was no continuing failure to correct any major weakness.

8. In our opinion and according to the explanations given to us, there are no transactions made in pursuance of contracts or arrangements requiring entry in the registers maintained under section 301 of the Companies Act, 1956.

9. The company has no fixed deposits requiring compliance of provisions of Section58 and 58 AA or any other relevant provisions of the act.

10. The Internal Audit function has been carried out by a firm of Chartered Accountants and is commensurate with the size of the company and the nature of its business.

11. We have broadly reviewed the books and records maintained by the company relating to the manufacture of sugar and Industrial alcohol, pursuant to the order made by the Central government for the maintenance of cost records under Section 209(1) (d) of the Companies Act 1956 and we are of the opinion that prima-facie the prescribed accounts and records have been made and maintained for the period under audit. We have not made a detailed examination of the records with a view to determining whether they are accurate or complete. To the best of our knowledge and according to the information and explanations given to us, the Central government has not prescribed the maintenance of cost records for any other product manufactured by the company.

12. According to the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues, including Income tax, Sales tax, Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess and any other statutory dues with the appropriate authorities during the year.

According to the information and explanations given to us, purchase tax and sales tax amounting to Rs.1,015.13 lacs has been in arrears for a period exceeding six months from the date they became payable. The Sales Tax arreas are for the period April 2001 to 16th June 2004. The company has appealed to the authorities in terms of the AAIFR order dated 17.06.2004 in respect of these liabilities.

According to the information and explanations given to us, the following are the dues in respect of Customs Duty, Income tax and Excise Duty, which have not been deposited on account of any dispute and there are no such dues in respect of Wealth Tax and Service Tax .

(Rs.In lakhs)

Sl. Nature of dues Forum Where Disputed Amount Unpaid No 1 Central Excise Joint Asst. Comm. 386.80 Central Excise

2 Central Excise CESTAT 156.00

3 Central Excise High Court 70.79

4 Customs Commissioner Appeals 73.39

13. The Company has no accumulated losses at the end of the year. The Company has not incurred any cash loss during the year and in the immediately preceding financial year.

14. The Company has not defaulted in the dues payable to financial institutions, Banks and debenture holders during the financial year.

15. The Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

16. In our opinion and according to the information and explanations given to us the Company is dealing in , trading in shares, debentures and other investments and proper records have been maintained of the transactions and contracts and timely entries have been made there in These shares debentures and other securities have been held by the company .

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

18. To the best of our knowledge and belief and according to the information and explanations given to us, new term loan availed by the Company during the year have been applied for the purposes for which loans were obtained

19. According to the cash flow statement and other records examined by us and the information and explanations given to us, no short term funds have been raised during the financial year.

20. The company has not allotted shares during the financial year to companies covered in the register maintained under section 301 of the Companies Act 1956.

21. According to the information and explanations given to us and the records examined by us, no new debentures have been issued during the year.

22. According to the information and explanations given to us and the records examined by us there has been no public issue of shares and hence verification of end use does not arise.

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

for R.Subramanian and Company Chartered Accountants Firm No. 004137S

R.Rajaram Partner M.No.25210

Place : Chennai Date : July 29, 2011

 
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