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Auditor Report of Kriptol Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of KRIPTOL INDUSTRIES LTD ("the company"), which comprise the Balance Sheet as at 31 March 2015, 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

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 and financial performance 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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 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 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 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 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 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, and its loss and its cash flow 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, to the extent applicable.

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

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

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

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

d) In our opinion, the 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1. a) The company has maintained requisite records showing required particulars including quantitative details and situation of its fixed assets.

b) According to the information and explanation given to us by the management of the company, most of the fixed assets of the company have been physically verified by the management during the year and the intervals of such verification had also been reasonable.

2. The provisions of Clause 2(a), 2(b) & 2(c) are not applicable since there is no activity and inventory during the year.

3. 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.

4. 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 its nature of business. During our course of audit, no major weakness was noticed by us in the existing internal control system in procedure.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. a) According to the books and records as produced and examined by us in accordance with Generally Accepted Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, employee state insurance, income tax, wealth tax, service tax, sales tax, value added tax, excise duty, cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities in India.

b) According to information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax and excise duty were outstanding as on 31st March, 2015 for a period more than six months from the date the same became payable.

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The Company does not have accumulated losses at the end of the financial years but has incurred cash losses during the financial year covered by our audit but not in the immediately preceding financial year.

9. As observed by us and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to its financial institution or bank during the year under audit.

10. As per the information and explanations given to us, the company has not given any guarantee for loans taken by others from any bank or financial institutions. Hence, reporting on terms and conditions of any such guarantee is irrelevant to our reporting.

11. According to the information and explanations given to us, the Company did not avail any term loan during the year

12. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year under audit and even upto the date of our audit.

For MOTILAL & ASSOCIATES, Chartered Accountants

Sd/-

MOTILAL JAIN Proprietor MEM. NO. 36811

Place: MUMBAI Date: 29/08/2015


Mar 31, 2014

We have audited the attached Balance Sheet of M/s. KRIPTOP INDUSTRIES LTD., as at 31st March, 2014 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements bases on our audit.

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

As required by the Companies (Auditor''s Report) Order 2003 issued by the central Government of India 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.

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 accounts as required by law have been kept by the Company so far as appears from our examination of such books.

(c) The Balance Sheet and the Profit & Loss Account referred to in this report are in agreement with the books of account.

(d) In our opinion and to the best of our information the said Balance Sheet and Profit & Loss Account and cash flow statement comply with the Accounting standard referred to in section 211(3c) 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, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of 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 give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

ii. In so far as it relates to the Profit & Loss Account of the Profit of the company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

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

ii) The fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification as compared with the available records.

iii) None of the Fixed Assets of the company have been disposed off during the year .

iv) The stock of finished goods, and raw materials have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

v) The procedure followed by the management for physical verification of stocks is reasonable and adequate in relation to the size of the company and the nature of its business.

vi) On our basis of examination of stock records, we are of the opinion that the record of stocks is fair and proper in accordance with the normally accepted accounting principle and no material discrepancies were noticed on physical verification.

vii) There is no loans, secured and unsecured, taken by the company to/from companies, firm or other parties covered in the register maintained u/s. 301 of the Co. Act, 1956.

viii) Interest free Loans and Advances in the nature of loans have been given to employees and other parties who were generally regular in repaying the principal as stipulated. Where there is delay in repayment, the company has taken reasonable steps to recover the same.

ix) In our opinion and according to 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 financial activities.

x) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

xi) In our opinion and according to the information and explanations given to us, the provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of deposits) Rules, 1957 are not applicable as the company has not accepted and deposits from the public.

xii) The company does not have any formal system of internal audit. However in our opinion and according to information and explanations given to us, the internal control procedures are adequate. Considering the size and nature of business of the Company.

xiii) The Provisions of section 209(1)(d) of the Companies Act, 1956 regarding the maintenance of cost records are not applicable to the company.

xiv) As informed to us the provision of Provident Fund Act, Employees State Insurance Act provisions of investor education and protection fund, customs duty, excise duty and cess are not applicable to the Company during the year under review.

xv) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, Wealth Tax, Service Tax and other material statutory dues applicable to it.

xvi) According to the information and explanations given to us no disputed amounts in respect of Income-Tax, Wealth-tax, Sales-Tax, Customs-Duty and Excise-Duty were outstanding as at 31st, March, 2014 for a period of more than six months from the date they become payable.

(xvii) According to the information and explanations given to us and based on the generally accepted audit procedures carried out by us no personal expenses of employees or directors have been charged to Revenue Account, other than those payable under contractual obligations or in accordance with generally accepted business practice.

xvii) The Company has accumulated losses at the end of the financial year and it has incurred losses in the current and immediately preceding financial year.

xviii) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks or debenture holders.

xix) 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 and advances on the basis of security by way of pledge of shares, debentures and other securities.

xx) The provisions of any special statute applicable to Chit Funds, Nidhi, or Mutual Benefit Society/fund do not apply to the Company. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xxi) The Shares and other securities have been held by the Company, in its own name as explained to us and proper records in respect thereof have been maintained.

xxii) According to the information and explanation given to us, the Company has not given counter guarantee for loans taken by anybody.

xxiii) According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xxiv) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained u/s 301 of the Co. Act, 1956.

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

xxvi) The Company has not raised any money through a public issue during the year under review.

(xxviii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

(xxix) The Company is not a sick Company as per the provisions of SICA, 1985.

PLACE: MUMBAI FOR MOTILAL & ASSOCIATES, DATE : 01/08/2014 CHARTERED ACCOUNTANTS

SD/- (MOTILAL JAIN) PROPRIETOR MEM. NO. 036811


Mar 31, 2010

Not Available


Mar 31, 2009

1. We have audited the attached Balance Sheet of ROSELABS INDUSTRIES LIMITED as at 31st March. 2009 and the Profit and Loss Account of the Company for the year ended as on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to expresss 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

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

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

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

(ii) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of the books.

(iii) The Balance-sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

(iv) In our opinion the Balance sheet. Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 except in respect of gratuity liabilities as stated in Note no. A(11)

(v) On the basis of written representations received from the directors, as on 31st March, 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009 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 explanation given to us. the accounts read with notes thereon give the information required by the Companies Act. 1956 in the matter so required and 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 31 st March. 2009.

(b) In the case of Profit and Loss Account of the profti/loss for the year ended on that date.

6 The Company has not accepted any deposits from the public.

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

8.- We have been informed by the management that the Central Government has not prescribed maintainance of Cost Records under section 209 (1) (d) of the Companies Act. 1956 in respect of products manufactured by the Company

9 In respect of statutory dues .

a According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including providond fund, investor education protection fund, employees state insurance, income tax. sales tax. wealth tax. service tax, custom duty. excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us. no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March. 2009 tor a period of more than six months from the date they become payable.

b. The disputed statutory dues aggregating to Rs. 12.15 lacs, that have not been deposited on account of matters pending before appropriate authorities are as under :

Nature of the Statue Nature of the Dues Forum where dispute is pending Amount

Income Tax Act Income Tax I.T.A.T. 12,14,834



10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth The Company has incurred cash loss of Rs. 75 80 lacs during the financial year covered by our audit There was no cash loss in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us. we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

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

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

15. According to the information and explanations given to us, the Company has not given any guarantee lor loans taken by others from bank or financial institutions.

16. The Company has not raised any new term loan during the year. The term loans outstanding at the beginning of the year were applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the Balance sheet of the Company, we are of the opinion that no funds raised on short term basis have been usea for long term investment.

18 According to the information and explanations given to us, the Company has not made any preferential allotment of shares, during the year, to parties and companies covered in the register maintained under section 301 of the Companies Act. 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. In our opinion and according to tho information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

ANNEXURE TO THE AUDITORS REPORT

Refered to in Paragraph (3) of our report of even date 1. In respect of fixed assets ¦

a. The Company has maintained proper records showing lull particulars including quantitative .

details and situation of fixed assets on the basis of information available b All the 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 resonable having regard to the size of the Company and the nature of its assets No material discrepancies were noticed on such verification. c. During the year, as the Company has closed down the manufacturing unit of dyes, the company has disposed off a major part of the plant & machinery and building used for manufacture of dyes.

Based on the information and explanation given by the management and on the basis of audit procedures performed by us we are of the opinion that the sale of the said part of assets has not affected the going concern.

2. In respect of its inventories

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

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

c. The Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to book records.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a. The Company has not granted loan to any parties 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, wherever applicable and other terms and conditions of loans given are not prima facie prejudicial to the interest of the Company.

c. The parties have repaid the principal amounts as stipulated and have been regular in the payment of interest wherever applicable.

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

e The company has taken loan from four parties covered in the register maintained under section 301 of the Companies Act. 1956. The maximum amount involved during the year was Rs. 92.51 lacs 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, wherever applicable and other terms and conditions of loans taken are not prima facie prejudicial to the interest of the company.

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

4. In our opinion and according to the information and explanations given to us. there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also with the sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls system.

5. In respect of transactions covered under section 301 of the Companies Act, 1956 :

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

b. In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which arc reasonable having regard to prevailing market prices at the relevant time.





For A. L. THAKKAR&CO. Chartered Accountants

Place Ahmedabad (SANJIV V. SHAH)

Date : 17th July. 2009 Partner

 
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