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Auditor Report of Lux Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Lux Industries 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 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 misstatements.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 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 (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 the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the directors as on 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; and

(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 30 to the financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts; and

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

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31st March 2015, we report that:

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

(b) According to information and explanation given to us all the fixed assets have been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and nature of assets. As informed to us, no material discrepancies were noticed on such verification.

(ii) (a) The Inventory of the company has been physically verified by the management during the year except material lying with third parties (which have substantially been confirmed by such third parties as at the yearend ).In our opinion , having regard to the nature and location of stocks, the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the company.

(iii) (a) As informed to us , the company has not granted any loans ,secured or unsecured to companies firms or other parties listed in the Register maintained under section 189 of the Companies Act,2013 ('the act'). Hence, paragraph 3(b) and (C) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assets and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public.

(vi) According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the products produced by the Company. It was informed to us that Central Excise Tariff Act Heading as referred to in the additional notes in the first schedule to the Central Excise Tariff Act, 1985 is not applicable to the company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of sales tax, service tax and value added tax h ave not been deposited by the Company on account of disputes:

Name of the Nature of Amount (Rs) statute dues

Tamil Nadu Sales Penalty 12,295,937.00 Tax Act,1959

West Bengal Sales Tax Act Penalty 3,083,684.00

West Bengal Sales Tax Act Penalty 1,917,202.00

Tamil Nadu Value added Vat and Penalty 1,16,99,100 .00 Tax Act,2006

Tamil Nadu Value added Vat and Penalty 5,17,068.00 Tax Act,2006

Tamil Nadu Value added Vat and Penalty 3,26,607.00 Tax Act,2006

The Central Exise Excise Duty 1,00,51,976.00 Act,1944 and Penalty

Service Tax Service Tax 1,36,22,826.00 and Penalty

The Central Excise Excise Duty 4,779,126.00 Act,1944 and Penalty

Name of the Period to which Forum where statute the amount dispute is pending relates

Tamil Nadu Sales 2004-05 Assistant Commissioner of Tax Act,1959 Commercial Taxes, Pollachi

West Bengal Sales Tax Act 2003-04 High Court, Kolkata

West Bengal Sales Tax Act 2004-05 High Court, Kolkata

Tamil Nadu Value added 2009-10 Assistant Commissioner of Tax Act,2006 Commercial Taxes, Avinashi

Tamil Nadu Value added 2010-11 Assistant Commissioner of Tax Act,2006 Commercial Taxes, Avinashi

Tamil Nadu Value added 2011-12 Assistant Commissioner of Tax Act,2006 Commercial Taxes, Avinashi

The Central Exise 2011-12 Customs, Excise and Service Act,1944 Tax Appellate Tribunal

Service Tax 2007-08 to Customs, Excise and Service 2012-13 Tax Appellate Tribunal

The Central Excise 2012-13 Customs, Excise and Service Act,1944 Tax Appellate Tribunal

(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 and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanation given to us, the company has not defaulted in repayment of dues to financial institution or bank as at the Balance sheet date.

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

(xi) According to the information and explanation given to us, on an overall basis, the term loan has been applied for the purposes for which they were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Sanjay Modi & Co Chartered Accountants FRN:322295E

Prodyat Chaudhuri Kolkata Partner Dated: May 27, 2015 Membership.No: 065401






Mar 31, 2014

We have audited the accompanying financial statements of LUX Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act,1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 misstatements.

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 an appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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 of the company for the year ended on that date; and

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

Other Matter

We draw attention to Note 34 to the Financial statements relating to Search and Seizure operations conducted by the Income Tax Department on the Company's various locations for which no order consequent to such operations has so far been received by the company. Our opinion is not qualified in respect of this matter.

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 Section 227(4A) 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, the Statement of Profit and Loss' and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) in our opinion, the balance sheet, statement of profit & Loss and cash flow statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e) On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) According to information and explanations given to us all the Fixed Assets have been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and nature of the assets. As informed to us, no material discrepancies were noticed on such verification.

c) The Fixed Assets disposed of during the year, in our opinion, do not constitute a substantial part of the Fixed Assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

2) a) The Inventory of the Company has been physically verified by the Management during the year except material lying with third parties (which have substantially been confirmed by such third parties as at the yearend). In our opinion, having regard to the nature and location of stocks, the frequency of verification is reasonable.

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

c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

3) a) As informed to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the company has not granted any loans, secured or unsecured, to parties listed in the register maintained under Section 301 of the Companies Act, 1956, paragraphs 3(b), (c) and (d) of the Order, are not applicable.

b) The company had taken unsecured loan from six parties covered in the register maintained under section 301 of the Companies Act; 1956. The maximum amount involved during the year was Rs. 1,103,468,025.63/- (P.Y. Rs. 909,480,013.00/) and the year-end balance of loans taken from such parties was Rs. 1,08,53,55,967.63 /- (P.Y. Rs358,276,905.00/-)

c) In our opinion and according to the information & explanation given to us, the rate of interest and other terms and conditions on which such loans have been taken from companies, firm or other parties listed in the register maintained under Section 301 of Companies Act, 1956 are prima facie not prejudicial to the interest of the Company.

d) In respect to loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

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 the nature of its business for purchases of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in internal controls in respect of these areas.

5) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be 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 explanation given to us, the transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6) In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public as defined under Sec. 58A and 58AA and any other relevant provisions of the Act and Rules made there under.

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

8) We have broadly reviewed the books of accounts maintained by the company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of subsection (1) of section 209 of the Act and are of the opinion that primafacie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9) a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it though there has been slight delay in deposit of these statutory dues in some cases.

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, sales tax, customs duty, excise duty, cess and other 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, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess which have not been deposited on account of any dispute except as follows:

Name of the Statute Nature of Dues Amount (Rs)

Tamil Nadu Sales Tax Act, 1959 Penalty 12,295,937.00

West Bengal Sales Tax Act Penalty 3,083,684.00

West Bengal Sales Tax Act Penalty 1,917,202.00

Tamil Nadu Value Added Tax VAT & 1,16,99,100.00 Act 2006 Penalty

Tamil Nadu Value Added Tax VAT & 5,17,068.00 Act 2006 Penalty

Tamil Nadu Value Added Tax VAT & 3,26,607.00 Act 2006 Penalty

The Central Excise Act, 1944 Excise Duty & 1,00,51,976.00 Penalty

West Bengal Value Added Tax, VAT 19,06,918.00 2003

The Central Sales Tax Act, 1956 CST 7,20,915.00

West Bengal Value Added Tax, VAT 1,87,675.00 2003

The Central Sales Tax Act, 1956 CST 12,17,698.00

Service Tax Service Tax & 1,36,22,826.00 Penalty



Name of the Statute Period to Which Forum where the amount dispute is pending relates

Tamil Nadu Sales Tax Act, 1959 2004-05 Assistant Commissioner of Commercial Taxes, Pollachi

West Bengal Sales Tax Act 2003-04 High Court, Kolkata

West Bengal Sales Tax Act 2004-05 High Court, Kolkata

Tamil Nadu Value Added Tax 2009-10 Assistant Commissioner of Act 2006 Commercial Taxes, Avinashi

Tamil Nadu Value Added Tax 2010-11 Assistant Commissioner of Act 2006 Commercial Taxes, Avinashi

Tamil Nadu Value Added Tax 2011-12 Assistan Commissioner of Act 2006 Commercial Taxes, Avinashi

The Central Excise Act, 1944 2011-12 Custom, Excise & Service Tax Appellate Tribunal

West Bengal Value Added Tax, 2009-10 The Senior Joint Commissioner, 2003 Sales Tax, Kolkata North Circle

The Central Sales Tax Act, 1956 2009-10 The Senior Joint Commissioner, Sales Tax, Kolkata North Circle

West Bengal Value Added Tax, 2010-11 The Senior Joint Commissioner, 2003 Sales Tax, Kolkata North Circle

The Central Sales Tax Act, 1956 2010-11 The Senior Joint Commissioner, Sales Tax, Kolkata North Circle

Service Tax 2007-08 to Custom, Excise & Service Tax 2012-13 Appellate Tribunal



10) The Company does not have accumulated losses as at 31st March 2014 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding the financial year.

11) Based on our audit procedures and as per the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, bank or debenture holders as at the balance sheet date.

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

13) The provisions of any special statute as specified under paragraph (xii) of the Companies (Auditor's 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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

16) According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short term basis have been used for long-term investment. No long-term funds have been used to finance short- term assets except permanent working capital.

18) 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 during the year.

19) As the company has no debenture outstanding at any time during the year, paragraph (xix) of the order is not applicable to the company.

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

21) On the basis of the information and explanation given to us, no fraud on or by the company were noticed or reported during the year.

For Sanjay Modi & Co.

FRN: 322295E

Chartered Accountants



CA Prodyat Chaudhuri Kolkata Partner

Date: May 29, 2014 Membership No.: 065401


Mar 31, 2013

We have audited the accompanying financial statements of LUX Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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

The Company's 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act,1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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 an appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) 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, the Statement of Profit and Loss' and the Cash Flow Statement dealt with the Accounting Standards referred to in Section 211(3C) of the Act;

d. On the basis of the written representations received from the directors as on March 31, 2013, 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS'^ OUR REPORT OF EVEN DATE.

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b. According to information and explanations given to us all the Fixed Assets have been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and nature of the assets. As informed to us, no material discrepancies were noticed on such verification.

c. The Fixed Assets disposedoff during the year, in our opinion, do not constitute a substantial part of the Fixed Assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

2. a. The Inventory of the Company has been physically verified

by the Management during the year except material lying with third parties (which have substantially been confirmed by such third parties as at the yearend). In our opinion, having regard to the nature and location of stocks, the frequency of verification is reasonable.

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

c. On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the Company.

3. a. As informed to us, the Company has not granted any loans,

secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the company has not granted any loans, secured or unsecured, to parties listed in the register maintained under Section 301 of the Companies Act, 1956, paragraphs 3(b), (c) and (d) of the Order, are not applicable.

b. The company had taken unsecured loan from six parties covered in the register maintained under section 301 of the Companies Act; 1956. The maximum amount involved during the year was ' 90,94,80,013.00/- (P.Y. 70,19,95,662.63/-) and the year-end balance of loans taken from such parties was ' 35,82,76,905.00 /- (P.Y. '42,21,64,637.63/-)

c. In our opinion and according to the information & explanation given to us, the rate of interest and other terms and conditions on which such loans have been taken from companies, firm or other parties listed in the register maintained under Section 301 of Companies Act, 1956 are prima facie not prejudicial to the interest of the Company.

d. In respect to loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

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 the nature of its business for purchases of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in internal controls in respect of these areas.

5. a. According to the information and explanations given to us,

we are of the opinion that the transactions that need to be 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 explanation given to us, the transactions made in pursuance of contracts/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of ' 5,00,000/- in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

6. In our opinion and according to the information and explanations given to us the company has not accepted any deposits from the public as defined under Sec. 58A and 58AA and any other relevant provisions of the Act and Rules made there under.

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

8. According to the information and explanation given to us , the Central government has prescribed maintenance of cost records under section 209(1) (d) of the companies act,1956 for the period beginning from April 01, 2011. Accordingly We have broadly reviewed the accounts and records of the company in this connection and are of the opinion that prima facie the prescribed records and accounts have been made and maintained. We have not, however, made a detailed examination of the records.

9. a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, wealth tax, sales tax, customs duty, excise duty, cess and other material statutory dues applicable to it though there has been slight delay in deposit of these statutory dues in some cases.

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, sales tax, customs duty, excise duty, cess and other 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, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty or cess which have not been deposited on account of any dispute except as follows:

Name of the Nature of Amount Period to Forum where Statute Dues (Rs) which the dispute is amount pending relates

Tamil Nadu Sales Penalty 1,22,95,937 2004-05 Assistant Tax Act, 1959 Commissioner of Commercial Taxes, Pollachi

Westbengal Sales Penalty 30,83,684 2003-04 High Court, Tax Act Kolkata

Westbengal Sales Penalty 1,917,202 2004-05 High Court, Tax Act Kolkata

10. The Company does not have accumulated losses as at March 31, 2013 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding the financial year.

11. Based on our audit procedures and as per the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution, bank or debenture holders as at the balance sheet date.

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

13. The provisions of any special statute as specified under paragraph (xii) of the Companies (Auditor's 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. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

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

16. According to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on an overall examination of the balance sheet of the company, in our opinion no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. 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 during the year.

19. As the company has no debenture outstanding at any time during the year, paragraph (xix) of the order is not applicable to the company.

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

21. On the basis of the information and explanation given to us, no fraud on or by the company were noticed or reported during the year.

For Sanjay Modi & Company Chartered Accountants Firm Reg No. 322295E

CA Prodyat Chaudhuri Kolkata Partner Date: May 28, 2013 Membership No. 065401


Mar 31, 2012

We have audited the attached Balance Sheet of M/s. LUX INDUSTRIES LIMITED, Kolkata, as at 31st March 2012, the statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government 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.

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

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

2. 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 such books;

3. 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;

4. In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards (AS) referred to in section 211(3C) of the Companies Act, 1956;

5. On the basis of written representation received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors 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;

6. 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 Significant accounting Policies and Notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the Company as at31st March, 2012.

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

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

Annexure to the Auditor's Report

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF LUX INDUSTRIES LTD. ON THE ACCOUNTS FOR THE YEAR ENDED ON31ST MARCH 2012.

1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

b) According to the information and explanation given to us all the Fixed Assets have been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and the nature of the assets. As informed to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

2) a) The Inventory of the Company has been physically verified by the Management during the year except material lying with third parties (which have substantially been confirmed by such third parties as at the year end). In our opinion, having regard to the nature and location of stocks, the frequency of verification is reasonable.

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

c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the company.

3) a) As informed to us, 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. As the Company has not granted any loans, secured or unsecured, to parties listed in the register maintained under section 301 of the Companies Act, 1956, paragraphs 3(b),(c) and (d) of the order, are not applicable.

b) The Company has taken unsecured loan from five parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.701,995,662.63/- (P.Y. Rs. 277,063,011.63/-) and the year-end balance of loans taken from such parties was Rs. 422,164,637.63/- (P.Y. Rs. 251,430,662.63/-).

c) In our opinion and according to the information & explanation given to us, the rate of interest and other terms and conditions on which such loans have been taken from companies, firm or other parties listed in the register maintained under section 301 of Companies Act, 1956 are prima facie not prejudicial to the interest of the Company.

d) In respect to loans taken, repayment of the principal amount is as stipulated and payment of interest has been regular.

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 the nature of the business for purchases of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in internal controls in respect of these areas.

5) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public as defined under section 58A and 58AA and any other relevant provisions of the Act and Rules made there under.

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

8) According to the information and explanation given to us, the Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for the period beginning from 1st April, 2011. Accordingly, we have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed records and accounts have been made and maintained. We have not, however, made a detailed examination of the records.

9) a) The Company is generally 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, customs duty, excise duty, cess and other material statutory dues applicable to it though there has been slight delay in deposit of these statutory dues in some cases.

b) According to the Information and explanation given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, wealth 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 become payable.

c) According to the records of the Company, there are no dues of sales tax , income tax, custom duty, wealth tax, excise duty or cess which has not been deposited on account of any dispute except as follows:

Name of the Nature of Dues Amounts Period to Forum where Statute (Rs) which the amount dispute is relates pending

Central Sales Sales Tax 2,086,586 2003-04 Commissioner, Tax Act Commercial Taxes, Kolkata

Tamil Nadu Sales Penalty 12,295,937 2004-05 Assistant Tax Act,1959 Commissioner of Commercial Taxes, Pollachi

10) The Company does not have accumulated losses as at31st March 2012 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

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

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

13) The provision of any special statute as specified under paragraph (xii) of the order are not applicable to the Company.

14) 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 are not applicable to the company.

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

16) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, in our opinion no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets except permanent working capital

18) 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 during the year.

19) As the Company has no debenture outstanding at any time during the year, paragraph (xix) of the order is not applicable to the Company.

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

21) On the basis of the information and explanation given to us, no fraud on or by the Company were noticed or reported during the year.

For Sanjay Modi & Co. Chartered Accountants Firm Registration No:322295E

CA Prodyat Chaudhuri Kolkata Partner Dated : 9th July ,2012 Membership No: 065401


Mar 31, 2011

We have audited the attached Balance Sheet of M/s. LUX INDUSTRIES LIMITED, Kolkata, as at 31st March 2011, the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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.

As required by the Companies (Auditor's Report) Order, 2003(CARO) issued by the Central Govt. 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.

Further to our comments in the Annexure referred to in paragraph 3 above, we report that: -

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

2. 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 such books;

3. The Balance sheet and the Profit and Loss account and Cash Flow Statement dealt with by the report are in agreement with the books of account;

4. In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards (AS) referred to in section 211(3C) of the Companies Act, 1956;

5. On the basis of written representation received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors 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;

6. Subject to note no.3 of 15B regarding accounting of service tax/Cenvat credit on inputs resulting in the aggregate profit for the year being lower by Rs.47.96 lacs/- 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, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

ii) In the case of 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 of the company for the year ended on that date.

—ANNEXURE TO THE AUDITOR'S REPORT

ANNEXURE IN TERMS OF PARA 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF LUX INDUSTRIES LTD. ON THE ACCOUNTS FOR THE YEAR ENDED ON MARCH 31,2011.

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

b) According to the information and explanation given to us all the Fixed Assets have been physically verified by the management during the year. In our opinion the frequency of such verification is reasonable having regard to the size of the company and the nature of the assets. As informed to us, no material discrepancies were noticed on such verification.

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the company.

2) a) The Inventory of the company has been physically verified by the management during the year except material lying with third parties (which have substantially been confirmed by such third parties as at the year end). In our opinion, having regard to the nature and location of stocks, the frequency of verification is reasonable. In case of materials lying with third parties, certificates confirming stocks have been received for stocks held.

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

c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the company.

3) a) As informed to us, 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. As the company has not granted any loans, secured or unsecured, to parties listed in the register maintained under section 301 of the companies Act, 1956, paragraphs 3(b),(c) and (d) of the order , are not applicable.

b) The company has taken unsecured loan from six parties covered in the register maintained under section 301 of the companies act, 1956. The maximum amount involved during the year was Rs.277,063,011.63 (P.Y. Rs.299,585,740.22/-) and the year-end balance of loans taken from such parties was Rs. 251,430,662.63/- (P.Y. 165,123,273.63/-).

c) In our opinion and according to the information & explanation given to us , the rate of interest and other terms and conditions on which such loans have been taken from companies, firm or other parties listed in the register maintained under section 301 of companies act, 1956 are prima facie not prejudicial to the interest of the company.

d) In respect to loans taken, the terms of payment of principal amount are not stipulated. The payment of interest has been regular.

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 the nature of the business for purchases of inventories, fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in internal controls in respect of these areas.

5) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public as defined under Sec. 58A and 58AA and any other relevant provisions of the Act and rules made there under.

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

8) To the best our knowledge and as explained, the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act,1956, for any of the products of the company.

9) a) The Company is generally 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, customs duty, excise duty, cess and other material statutory dues applicable to it though there has been slight delay in deposit of these statutory dues in some cases.

b) According to the Information and explanation given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income tax, wealth 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 become payable.

c) According to the records of the company, there are no dues of sales tax , income tax, custom duty, wealth tax, excise duty or cess which has not been deposited on account of any dispute except as follows:

Name of the Statute Nature of dues Amount Period to which (Rs.) the amount relates

Central Sales Tax Act Sales Tax 2,086,586 2003-04

West Bengal Sales Tax act Penalty 3,083,684 2003-04

West Bengal Sales Tax act Penalty 1,917,202 2004-05

Tamil Nadu Sales Tax Act, Penalty 12,295,937 2004-05 1959

Name of the Statute Forum where dispute is pending

Central Sales Tax Act High Court Kolkata

West Bengal Sales Tax act High Court Kolkata

West Bengal Sales Tax act High Court Kolkata

Tamil Nadu Sales Tax Act, Assistant 1959 Commissioner of Commercial Taxes, Pollachi

10) The Company does not have accumulated losses as at 31st March 2011 and has not incurred cash losses during the financial year ended on that date or in the immediately preceding financial year.

11) Based on our audit procedures and as per the information and explanations given by the management, we are of opinion that the company has not defaulted in repayment of dues to financial institution, bank or debenture holders as at the balance sheet date.

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

13) The provision of any special statute as specified under paragraph (xii) of the order are not applicable to the company.

14) 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 are not applicable to the company.

15) According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the compant, in our opinion no funds raised on short term basis have been used for long term investment. No long terms funds have been used to finance short term assets except permanent working capital.

18) 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 during the year.

19) As the company has no debenture outstanding at any time during the year , paragraph (xix) of the order is not applicable to the company.

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

21) On the basis of the information and explanation given to us , no fraud on or by the company were noticed or reported during the year.

For Modi Sunil & Associates Chartered Accountants Firm Registration No.: 322564E

CA Sunil Modi Kolkata Proprietor May 30th 2011 Membership No. 056515

 
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