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Auditor Report of Madras Fertilizers Ltd.

Mar 31, 2016

To

The Members of Madras Fertilizers Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Madras Fertilizers Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and the summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. 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 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 preventing and deducting frauds and other irregularities; section and application of appropriate accounting policies; making Judgment 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

3. 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.

4. 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 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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by companies directors, as well as evaluating the overall presentation of the financial statements.

5. 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.

Basis for Qualified Opinion

6. Reference is invited to Note 24(A)7(vii) of the Significant Accounting Policies of the Company regarding valuation of inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard 2 (Valuation of Inventories) which requires inventory to be valued at lower of cost and Net Realizable Value (NRV);

7. Reference is invited to Note 24(B)(ii) regarding accounting of a sum of Rs. 882.63 crores towards de-escalation in input prices which has been considered as payable to Fertilizer Industry Coordination Committee (FICC) for the year ended 31st March 2016 under New Pricing Scheme (NPS) for Urea. Adjustments may arise in future in respect of the above on final payment;

8. Reference is invited to Note 29(g) regarding balances in Long term borrowings from GOI, Trade Receivable/ Payables, Claim recoverable and loans and advances are subject to confirmation and consequential adjustments;

The effect of Paragraphs 6, 7 and 8 above on the profit of the Company for the year ended 31st March 2016 is not ascertainable.

Qualified Opinion

9. Subject to our comments in Para 6 to 8 above, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

(b) in the case of the Statement of Profit and Loss, of the LOSS 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

10. As required by the Companies (Auditor''s Report) Order, 2016 (“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'' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

11. As required by Section 143(5) of the Act, we give in Annexure ‘B'', a statement of matters specified by the Comptroller and Auditor-General of India for the Company.

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

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

b. i n 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. t he Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. except for the effects of the matters described in the ‘Basis for Qualified Opinion'' paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules, 2014;

e. The Department of Company Affairs has clarified that the provisions of sub section (2) of Section 164 the Companies Act, 2013 are not applicable to Government Companies.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure C”; and.

g. With respect to the other matters included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to best of our information and according to the explanation given to us:

a. The Company has disclosed the impact of pending litigation on its financial position in its financial statement.

b. The Company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

c. There has been no delay in transferring amounts, required to be transferred, to the investor''s education and protection fund by the Company.

ANNEXURE ‘A’ TO INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 10 under ‘Report on Other legal and Regulatory Requirements’ section of our report of even date to the members of MADRAS FERTILIZERS LIMITED on the financial statements of the company for the year ended 31 March 2016)

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

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification adopted by the company, i.e. once in three years by an independent firm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verification if fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

(c) According to the information and explanation given to us, the title deeds of immovable properties of the Company are held in the name of the Company.

2. (a) Physical verification of inventories inside factory

premises has been carried out by the management at reasonable intervals and the physical verification of stocks of stores and spare parts has been conducted by an independent firm of Chartered Accountants in a phased manner so as to complete the verification of all items over a period of three years. Finished goods are taken as per warehousing certificates. In our opinion, the frequency of verification of inventory is reasonable. Warehousing certificates has not been received in a few cases, which however is not significant in value.

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

(c) I n our opinion, the company has maintained proper records of inventory. We are informed that no major discrepancies were noticed on verification between the physical stock and book records.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, sub Clause (a), and (b) are not applicable.

4. I n our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees and securities in the nature covered under Section 185 and 186 of the Companies Act, 2013 and accordingly Clause (iv) of the Order is not applicable.

5. I n our opinion, the Company has complied with the provisions of Section 73 to 76, other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 with regard to deposits accepted from public. During the year, the Company has not accepted any fixed deposits from public. We are also informed by the Management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or Tribunal and any other relevant authority.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government under Section 148(1) of the Companies Act, 2013 for maintenance of cost records in respect of Chemical Fertilizers and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, carried out a detailed examination of the same.

7. (a) According to the records provided to us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income- tax, sales tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to the Company.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were in arrears, as at 31st March 2016 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no disputed demands in respect of Income tax, Service tax, Sales tax, Customs duty, Excise duty Sales Tax, Income tax, Provident Fund contribution and other material statutory dues as applicable, which have been deposited with the relevant statutory authority.

However, according to information and explanations given to us, disputed dues of excise duty and Employees Provident Fund and Misc. Provisions Act which have been deposited by the Company and disputed dues of Customs duty, Kerala Value Added Taxes, and Employees State Insurance Act which have not been deposited by the Company are given below:

S No

Name of the statute

Nature of dues/demand

Period of dispute

Amount (Rs lakhs)

Forum where dispute is pending

1.

Central excise act, 1944

With regard to dispute on levy of excise duty for the period from 26.08.1995 to 16.11.2006

1995

542.25

CESTAT

2.

Customs Act

Differential customs duty claimed by Commissioner of Customs

1998

6586.00

Commissioner of Customs (Appeals)

3.

Kerala Value Added Taxes

Levy of VAT on subsidy

2009-10

2010-11

510.57

High Court of Kerala

4.

Employees Provident Fund and Misc. Provisions Act, 1952

Penalty for late remittance

1995-96 to 1996-97

10.97

High Court of Madras

5.

Employees State Insurance Act, 1948

Belated remittance of contribution and levy of interest

Apr 92'' to Sep 95'' Jan 97'' to Jul 99'' 1999-00 2000-01

61.80

ESI Court

8. Based on our audit procedures and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to a financial institution, bank, government or dues to debenture holders except in respect of the default of repayment of principal amount of the following Government of India (GOI) Loans:

Nature of Loan

Year of default

Amount (in Crores)

GOI Loans

2004-05

23.49

GOI Loans

2005-06

23.49

GOI Loans

2006-07

24.89

GOI Loans

2007-08

26.08

GOI Loans

2008-09

27.03

GOI Loans

2009-10

26.44

GOI Loans

2010-11

27.34

GOI Loans

2011-12

28.63

GOI Loans

2012-13

38.33

GOI Loans

2013-14

45.78

GOI Loans

2014-15

32.68

GOI Loans

2015-16

32.68

Total

356.86

There were no debenture holders at any time during the year.

9. I n our opinion, and according to the information and explanations given to us, the Company has obtained term loans during the year are applied for the purposes for which it has been sanctioned. During the year, there were no money raised by way of initial public offer or further public offer.

10. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanations given to us and based on our examination of the records of the Company, provisions of Section 197 read with Schedule V to the Act are not applicable to the Company and accordingly Clause (xi) of the Order is not applicable.

12. In our opinion, the company is not a Nidhi Company. Therefore the provisions of clause 3 (xii) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

13. In our opinion, there are no transactions with the related parties and accordingly Clause (xiii) of the order is not applicable.

14. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and therefore, the provisions of clause 3(xiv) of the Companies (Auditor''s Report) Order, 2016 are not applicable to the Company.

15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16. In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 11 of the Auditors’ Report of even date to the members of MADRAS FERTILIZERS LIMITED on the financial statements for the year ended March 31, 2016)

General Directions under section 143(5) of The Companies Act, 2013 (Applicable from the accounts of 2015-16)

1. Whether the Company has clear title/ lease deeds for freehold and leasehold land respectively? If not, please state the area of freehold and leasehold land for which title/lease deeds are not available.

The Company has a clear title in respect of all freehold land held by it.

2. Whether there are any cases of waiver/write off of debts/ loans/interest etc. If yes, the reasons therefore and the amount involved.

As informed to us by the Management, no waiver of debt/loan/ interest has been sanctioned to the Company by Government of India or any third party against debts due by the Company.

3. Whether proper records are maintained for inventories lying with third parties & assets received as gift/grant(s) from Govt. or other authorities.

As informed to us by the Management, there are no amounts of inventories lying with third parties. Further, no assets have been received as gift from Government or other authorities.

ANNEXURE ‘C’ TO INDEPENDENT AUDITORS’ REPORT

(Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act") referred to in paragraph 12(f) of the Auditors’ Report of even date to the members of MADRAS FERTILIZERS LIMITED on the financial statements for the year ended March 31, 2016)

1. We have audited the internal financial controls over financial reporting of MADRAS FERTILIZERS LIMITED (“the Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

4. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial

Reporting

5. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls

Over Financial Reporting

6. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

7. I n our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For B THIAGARAJAN & CO.

Chartered Accountants

Firm Regn. No. 004371S

Ram Srinivasan

Chennai Partner

May 27, 2016 M No. 220112


Mar 31, 2015

Report on the Financial Statements

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

Management's Responsibility for the Financial Statements

2. 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 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 preventing & detecting frauds and other irregularities; section and application of appropriate accounting policies; making Judgement 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

3. 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.

4. 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 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. 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.

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

Basis for Qualified Opinion

6. Reference is invited to Note 24(B)(iii) regarding accounting of a sum oft 23.80 crores towards additional compensation under Nutrient Based Subsidy (NBS) for producing P&K fertilizers which has been accrued as receivable from Department of Fertilizers (DOF) during the current financial year ended 31st March 2015. As the proposal to extend the scheme for additional compensation is still under consideration by DOF as at the year end, in our opinion, the sum of Rs. 92.00 crores (including Rs. 68.20 Crores pertaining to previous year ended 31st March 2014) is not recoverable as it is not in accordance with the principles of revenue recognition as laid down in Accounting Standard 9-Revenue Recognition and to that extent has the effect of understatement of loss for the year ended 31st March 2015 and overstatement of claims recoverable (forming part of Note 16 - Other Current Assets) as at 31st March 2015;

Paragraph 6 has the effect of understatement of the current year's loss to the extent oft 23.80 crores and has the effect of overstatement of net worth and overstatement of claims recoverable (forming part of Note 16 - Other Current Assets) to the extent oft 92.00 Crores;

7. Reference is invited to Note No. 24(A)(7)(vii) of the Significant Accounting Policies of the Company regarding valuation of inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard 2 (Valuation of Inventories) which requires inventory to be valued at lower of cost and Net Realisable Value (NRV);

8. Reference is invited to Note 24(B)(0) regarding accounting of a sum ofX 159.17 crores towards de- escalation in input prices which has been considered as payable to Fertilizer Industry Coordination Committee (FICC) for the year ended 31st March 2015 under New Pricing Scheme (NPS) for Urea. Adjustments may arise in future in respect of the above on final payment;

9. Reference is invited to Note 29(h) regarding balances in Long term borrowings from GOI, Trade Receivable/ Payables, Claim recoverable and loans and advances are subject to confirmation and consequential adjustments;

The effect of Paragraphs 7,8 and 9 above on the profit of the Company for the year ended 31st March 2015 is not ascertainable.

Emphasis of matter

10. Without qualifying our opinion, reference is invited to Note 10(b) regarding value of land at Manali New Town in respect of which the Company is yet to acquire title as at the year end.

Qualified Opinion

11. Subject to our comments in Para 6 to 9 above, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

(b) in the case of the Statement of Profit and Loss,-of the LOSS 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

12. 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.

13. As required by Section 143(5) of the Act, we give in Annexure A, a statement of matters specified by the Comptroller and Auditor-General of India for the Company.

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

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

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

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

d. except for the effects of the matters described in the 'Basis for Qualified Opinion' paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules, 2014;

e. The Department of Company Affairs has clarified that the provisions of sub section (2) of Section 164 of the Companies Act, 2013 are not applicable to Government Companies.

f. With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to best of our information and according to the explanation given to us:

1. The Company has disclosed the impact of pending litigation on its financial position in its financial statement.

2. The Company has made provision, as required under the applicable law or Accounting Standards, for material foreseeable losses, if any, on long term contracts including derivative contracts.

3. There has been no delay in transferring afnounts, required to be transferred, to the investor's education and protection fund by the Company.

ANNEXURE TO AUDITORS' REPORT

(Referred to in paragraph 12 of the Auditors' Report of even date to the members of MADRAS FERTILIZERS LIMITED on the financial statements for the year ended March 31, 2015)

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

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification adopted by the company, i.e. once in three years by an independent firm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verification of fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

2. (a) Physical verification of inventories inside factory premises has been carried out by the management at reasonable intervals and the physical verification of stocks of stores and spare parts has been conducted by an independent firm of Chartered Accountants in a phased manner so as to complete the verification of all items over a period of three years.' Finished goods are taken as per warehousing certificates. In our opinion, the frequency of verification of inventory is reasonable. Warehousing certificates has not been received in a few cases, which however is not significant in value.

(b) Reference is drawn to Note 24(B)(viii)(b) forming part of Accounts regarding evaluation of effectiveness of inventory management by an outside professional agency. As the exercise has not been completed on the date of this report, we are unable to express an opinion on whether any adjustments would be required in the books of account.

(c) In our opinion, the company has maintained proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. (a) As per information furnished 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 189 of the Act during the year.

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 with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit; no major weaknesses have been noticed in the internal control systems.

5. In our opinion, the Company has complied with the provisions of Section 73 to 76, other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 with regard to deposits accepted from public. During the year, the Company has not accepted any fixed deposits from public. We are also informed by the Management that no order has been passed by the Company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or Tribunal and any other relevant authority.

6. We have broadly reviewed the books of account maintained by the Company in resptect of products pursuant to the order of Central Government for maintenance of cost records prescribed under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are not required to and have not carried put any detailed examination of such records.

7. (a) According to the records provided to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues to ESI, EPS, Excise duty, Customs duty Sales Tax, Income tax, Provident Fund contribution, Service tax and other material statutory dues applicable to it. We are informed that the Company has no liability towards Wealth tax, Cess and Investor education and protection fund.

According to the information and explanations given to us, there are no undisputed demands in respect of Income tax, Service'tax, Sales tax, Customs duty, Excise duty, Provident Fijpd contribution and other material statutory dues as applicable which were in arrears as at 31st March 2015 for a period of more than six months from the date they became payable, which have not been deposited with the relevant statutory authority.

(b) According to the information and explanations given to us, there are no disputed demands in respect of Income tax, Service tax, Sales tax,, Customs duty, Excise duty, Provident Fund contribution and other material statutory dues as applicable, which have been deposited with the relevant statutory authority. However, according to information and explanations given to us, disputed dues of Excise duty, Employees Provident Fund,and Misc. Provisions Act and Tamil Nadu General Sales Tax which have been deposited by the Company and disputed dues of Customs duty, Kerala Value Added Taxes, and Employees State Insurance Act which have not been deposited by the Company are given below:

S No Name of the statute Nature of dues/demand

With regard to dispute on levy of Central excise act, 1. excise duty for the period from 1944 26.08.1995 to 16.11.2006

Levy of additional tax @1%u/s Tamil Nadu General 2. Sales tax act, 1959 3(4) of TNGST Act 1995-96 and 1996-97

Differential customs duty claimed 3. Cuustoms Act by Commissioner of Customs

Kerala Value Added 4. Levy of VAT on subsidy Taxes

Employees Provident 5. Fund and Misc. Penalty for late remittance Provisions Act, 1952

6. Employees State Belated remittance of contribution Insurance Act,1948 and levy of interest

Name of the Statute Period of dispute Amount Forum where dispute (Rs. lakhs) dispute is pending

Central excise act,1944 1995 542.25 CESTAT

Tamil Nadu General Sales tax act, 1959 2003 47.05 Sales tax appellate Tribunal

Customs Act 1998 6586.00 Commissioner of Customs (Appeals)

Kerala Value Added Taxes 2009-10 510.57 High Court of Kerala 2010-11

Employees Provident Fund and Misc Provisions Act, 1952 1995-96 to 1996-97 10.97 High Court of Madras

Employees State Insurance Act, 1948 Apr 92'to Sep 95' Jan 97'to Jul 99' 61.80 ESI Court 1999-2000, 2000-01

c) Transfer of any amount to Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made thereunder is not applicable to the company during the period under review.

8. Subject to the effect of our comments in Paragraphs 6 to 9 described in the 'Basis for Qualified Opinion' of the main audit report, the Company has accumulated losses as at the end of the financial year of Rs. 517.14 crores which has exceeded 50 per cent of the net worth. Subject to the effect of our comments in Paragraphs € to 9 described in the 'Basis for Qualified Opinion' of the main audit report, the Company has incurred cash loss in.the current financial year but has not incurred cash loss in the immediately preceding financial year.

9. Based on our verification and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to its financial institutions and banks.

10. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from £anks / financial institutions.

11. In our opinion, and according to the information and explanations given to us, the Company has obtained term loanS(during the year are applied for the purpose for which it has been sanctioned.

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

For BTHIAGARAJAN & CO.

Chartered Accountants

Firm Regn. No. 004371S

Ram Srinivasan

Chennai Partner

21st July 2015 M No. 220112


Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

5. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fi nancial statements.

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

Basis for Qualified Opinion

7. Reference is invited to Note 24(B)(iii) regarding accounting of a sum of Rs 20.80 crores towards additional compensation under Nutrient Based Subsidy (NBS) for producing P&K fertilizers which has been accrued as receivable from Department of Fertilizers (DOF) during the current fi nancial year ended 31st March 2014. As the proposal to extend the scheme for additional compensation is still under consideration by DOF as at the year end , in our opinion, the sum of Rs 68.20 crores (including Rs 47.40 Crores pertaining to previous year ended 31st March 2013) is not recoverable and to that extent has the effect of overstatement of Profit for the year ended 31st March 2014 and claims recoverable (forming part of Note 16 - Other Current Assets) as at 31st March 2014

Paragraphs 7 has the effect of overstatement of the current year''s Profit to the extent of Rs 20.80 crores and has the effect of overstatement of net worth and overstatement of claims recoverable (forming part of Note 16 - Other Current Assets) to the extent of Rs 68.20 Crores.

8. Reference is invited to Note No. 24(A)(7)(vii) of the Signifi cant Accounting Policies of the Company regarding valuation of inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard 2 (Valuation of Inventories) which requires inventory to be valued at lower of cost and Net Realisable Value (NRV)

9. Reference is invited to Note 24(B)(ii) regarding accounting of a sum of Rs 32.99 crores towards escalation in input prices which has been considered as receivable from Fertilizer Industry Coordination Committee (FICC) for the year ended 31st March 2014 under New Pricing Scheme (NPS) for Urea. Adjustments may arise in future in respect of the above on fi nal payment.

10. Reference is invited to Note 29(e) regarding balances in Long term borrowings from GOI, Trade Receivable/ Payables, Claim recoverable and loans and advances are subject to confi rmation and consequential adjustments.

The effect of Paragraphs 8, 9 and 10 above on the Profit of the Company for the year ended 31st March 2014 is not ascertainable.

Emphasis of matter

11. Without qualifying our opinion, reference is invited to Note 10(b) regarding value of land at Manali New Town in respect of which the Company is yet to acquire title as at the year end.

Qualifi ed Opinion

12. Subject to our comments in Para 7 to 11 above, in our opinion and to the best of our information and according to the explanations given to us, the fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

13. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

14. Further to our comments in Para 7 to 11 above, as required by section 227(3) of the Act, we report that:

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

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

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

d. except for the effects of the matters described in the ''Basis for Qualifi ed Opinion'' paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. The Department of Company Affairs has clarifi ed that the provisions of clause (g) of sub section (1) of Section 274 the Companies Act, 1956 are not applicable to Government Companies.

ANNEXURE TO AUDITORS'' REPORT (Referred to in paragraph 13 of the Auditors'' Report of even date to the members of MADRAS FERTILIZERS LIMITED on the fi nancial statements for the year ended March 31, 2014).

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

(b) As per the information and explanations given to us, physical verifi cation of fixed assets has been carried out in terms of the phased programme of verifi cation adopted by the company, i.e. once in three years by an independent fi rm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verifi cation if fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

(c) During the year the company has not disposed off any substantial / major part of fixed assets.

2. (a) Physical verifi cation of inventories inside factory premises has been carried out by the management at reasonable intervals and the physical verifi cation of stocks of stores and spare parts has been conducted by an independent fi rm of Chartered Accountants in a phased manner so as to complete the verifi cation of all items over a period of three years. Finished goods are taken as per warehousing certifi cates. In our opinion, the frequency of verifi cation of inventory is reasonable. Warehousing certifi cates has not been received in a few cases, which however is not signifi cant in value.

(b) In our opinion and according to the information and explanations given to us, the procedures for physical verifi cation of inventory followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion, the company has maintained proper records of inventory. In our opinion, discrepancies noticed on physical verifi cation of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. (a) As per information furnished to us, the Company has not granted any loans, secured or unsecured to companies, fi rms or other parties covered in the register maintained under Section 301 of the Act during the year.

(b) The company has not taken any loans, secured or unsecured from fi rms, or other parties covered in the register maintained under Section 301 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 the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weaknesses have been noticed in the internal control systems.

5. (a) According to the information and explanations provided by the management, there are no contracts or arrangements that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956. Accordingly Clause 4(v)(a) & (b) of the Order are not applicable.

6. In our opinion, the Company has complied with the provisions of Section 58A and other relevant provisions of the Act with regard to deposits accepted from public. During the year, the Company has not accepted any fixed deposits from public. Based on records produced to us, there has not been any default on payment of deposits and hence provisions of Section 58AA of the Companies Act are not attracted.

7. The Company has an in-house formal internal audit system, which in our opinion, is required to be strengthened by taking into account the size and nature of its business with professionally qualifi ed persons. However, internal controls and checks are adequate and the frequency of such checks is in line with the generally accepted procedures.

8. We have broadly reviewed the books of account maintained by the Company in respect of products pursuant to the order of Central Government for maintenance of cost records prescribed under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. (a) According to the records provided to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues to ESI, EPS, Excise duty, customs duty, Sales Tax, Income tax,

Provident Fund contribution, service tax and other material statutory dues applicable to it. We are informed that the Company has no liability towards wealth tax, Cess and Investor education and protection fund.

(b) According to the information and explanations given to us, there are no undisputed demands in respect of Income tax, Service tax, Sales tax, Customs duty, Excise duty Sales Tax, Income tax, Provident Fund contribution and other material statutory dues as applicable which were in arrears as at 31st March 2014 for a period of more than six months from the date they became payable, which have not been deposited with the relevant statutory authority.

(c) According to the information and explanations given to us, there are no disputed demands in respect of Income tax, Service tax, Sales tax, Customs duty, Excise duty Sales Tax, Income tax, Provident Fund contribution and other material statutory dues as applicable, which have been deposited with the relevant statutory authority. However, according to information and explanations given to us, disputed dues of excise duty and Tamil Nadu General Sales Tax which have been deposited by the Company and disputed dues of Customs duty, Kerala Value Added Taxes and Employees State Insurance Act which have not been deposited by the Company are given below:

S Period of Name of the statute Nature of dues/demand No dispute

1. Central excise act, 1944 With regard to dispute on levy of excise 1995 duty for the period from 26.08.1995 to 16.11.2006

2. Tamil Nadu General Sales tax Levy of additional tax @ 1% u/s 3(4) of 2003 act, 1959 TNGST Act 1995 -96 and 1996-97

3. Customs Act Differential customs duty claimed by 1998 Commissioner of Customs

4. Kerala Value Added Taxes Levy of VAT on subsidy 2009-10

2010-11

5. Employees Provident Fund and Penalty for late remittance 1995-96 to Misc. Provisions Act, 1952 1996-97

6. Employees State Insurance Act, Belated remittance of contribution and Apr 92'' to Sep 95'' 1948 levy of interest Jan 97'' to Jul 99''

1999-00 2000-01

Name of the statue Forum where Amount dispute is (Rs. lakhs) pending

Central excise act, 1944 542.25 CESTAT

Tamil Nadu General Sales tax act, 1959 47.05 Sales tax appellate Tribunal

Customs Act 6586.00 Commissioner of Customs (Appeals)

Kerala Value Added Taxes 510.57 High Court of Kerala

Employees Provident Fund and Misc. Provisions Act, 1952 10.97 High Court of Madras

Employees State Insurance Act, 1948 62.77 ESI Court

Subject to the effect of our comments in Paragraphs 7 to 10 described in the ''Basis for Qualifi ed Opinion'' of the main audit report, the Company has accumulated losses as at the end of the fi nancial year of Rs 380.72 crores which has exceeded 50 per cent of the net worth. Subject to the effect of our comments in Paragraphs 7 to 10 described in the ''Basis for Qualified Opinion'' of the main audit report, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year.

11. Based on our verification and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to its financial institutions and banks.

12. Based on our examination and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares and other securities.

13. The Company is not a Chit / Nidhi / Mutual benefit fund / Society and as such clause (xiii) of the Order is not applicable.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore provisions of Clause (xiv) of paragraph 4 of the order are not applicable.

15. In our opinion and according to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks / fi nancial institutions. Therefore, clause (xv) of paragraph 4 of the Order is not applicable.

16. According to the information and explanations given to us, no fresh term loans were raised during the fi nancial year.

17. On the basis of our examination of books and records provided and the basis of explanation provided to us and on an overall examination of the balance sheet of the Company, we report that no short term funds have been used for long term purposes.

18. The company has not allotted any shares on preferential basis to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. During the year, the company has not issued any secured debentures.

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

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

For B THIAGARAJAN & CO.

Chartered Accountants Firm Regn. No. 004371S

Ram Srinivasan

Chennai Partner

July 28, 2014 M No. 220112


Mar 31, 2012

We have audited the attached Balance Sheet of Madras Fertilizers Ltd, Chennai as at 31 st March, 2012 and also the Profit and Loss and Cash Flow Statements 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 conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

1. As required by the Companies (Auditors Report) Order 2003, issued by the 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.

2. Further to our comments in paragraph 1 above:

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

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

c) The Balance Sheet, Profit and Loss and Cash Flow Statements dealt with by this report are in agreement with the books of accounts,

d) The Department of Company Affairs has clarified that the provisions of clause (g) of sub section (1) of section 274 of the Companies Act 1956 are not applicable to Government Companies.

e) The Company has not complied with Accounting Standard on Valuation of Inventories (AS-2) and Accounting Standard on Provisions, Contingent Liabilities and Contingent Assets (AS-29). The impact of the above non-compliance is detailed in Paras f (i) to f (v) below. Subject to the foregoing, in our opinion, the Balance Sheet and Profit and Loss and Cash Flow Statements dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act 1956.

f) Attention is invited to the following:

i) Note No. 24 (B) (ii) regarding accounting of a sum of Rs. 65.69 crores towards escalation in input prices. Adjustments may arise in future in respect of the above, on final payment.

ii) Note No. 24 (B) (vi) regarding a sum of Rs. 63.09 lakhs deposited till date with ESI authorities for which, in our opinion, a provision should have been made. The current year's profit is overstated and accumulated losses are understated and the short term loans and advances are overstated to the same extent.

iii) In our opinion, the following amounts included in Other Current Assets (Claims Recoverable) should have been charged off to Profit and Loss Statement:

- Rs. 28.93 Lakhs under Price Concession Scheme

- Rs. 0.70 Lakhs due from Customs Department (m.v. Pan Queen)

The current year's profit is overstated and the accumulated losses are understated and other Current Assets are overstated to the extent of Rs. 29.63 Lakhs.

iv) Note No. 24 (A) 7 of the Significant Accounting Policies of the Company regarding Valuation of Inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard-2 (Valuation of Inventories) which requires inventory to be valued at lower of Cost and Net realizable value (NRV).

v) Balances in the Long Term Borrowings from GOI, Trade Receivables/Payables, Claims Recoverable and Loans and Advances are subject to confirmation and consequential adjustments (Refer Note No. 29(c)).

The effect of paras f (i), (iv) and (v) on the Accounts is not ascertainable and paras f(ii) and (iii) above have the net effect of overstatement of profit and understatement of accumulated losses.

The effect of paras f (i), (iv) and (v) on the Accounts is not ascertainable and paras f(ii) and (iii) above have the net effect of overstatement of profit and understatement of accumulated losses.

g) In our opinion and to the best of our information and according to the explanations given to us, subject however to para (f) above, the said Balance Sheet and Profit and Loss statement 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 also give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. in the case of the balance sheet, of the state of the company's affairs as at 31st March 2012,

ii. in the case of the profit and loss statement, of the PROFIT for the year ended on that date, and

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

ANNEXURE TO THE AUDITOR'S REPORT (CARO)

With reference to the Annexure referred to in paragraph 1 of the Auditors' Report of even date to the Members of the Madras Fertilizers Ltd on the accounts for the year ended 31st March 2012, we report that:

1. a. The Company is maintaining proper records showing particulars including quantitative details and situation of fixed assets.

b. As informed to us, the fixed assets have been physically verified under a phased programme (i.e.) once in three years by an independent firm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verification of fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

c. The Company has not disposed substantial part of the fixed assets.

2. a. Physical verification of inventories inside factory premises has been carried out by the management at reasonable intervals and the physical verification of stocks of stores and spare parts has been conducted by an independent firm of Chartered Accountants in a phased manner so as to complete the verification of all items over a period of three years. Finished goods are taken as per warehousing certificates. In our opinion, the frequency of verification of inventory is reasonable. Warehousing Certificate has not been received in few cases, which however is not significant in value.

b. In our opinion and according to the information and explanations given to us, the procedures for the physical verification of inventory followed by 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. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/ from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence reporting under Clause 4(iii)(b)/(c)/(d)/(e)/(f) and (g) of the Order is not applicable to the Company.

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 nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedure.

5. According to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956. Accordingly Clause 4(v) (a) & (b) of the Order is not applicable.

6. In our opinion, the company has complied with the provisions of Section 58A and other relevant provisions of the Act with regard to deposits accepted from public. Based on records produced to us there has not been any default on payment of deposits and hence provision of Section 58 AA of the Companies Act is not attracted.

7. The Company has an in house internal audit system, which needs to be adequately strengthened commensurate with the size of the company and nature of its business, with professionally qualified persons.

8. We have broadly reviewed the books of account maintained by the Company in respect of its products pursuant to the order of Central Government for maintenance of cost records prescribed under Section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. a. Based on our review, it is noticed that there is no delay in remittance of undisputed statutory dues to ESI and EPS. Excise Duty, Customs Duty and Service Tax have generally been remitted in time. We are informed that the Company has no liability towards Wealth Tax, Cess and Investor Education and Protection Fund.

9. b. According to information and explanations given to us, no undisputed amount payable in respect of Income tax, Wealth tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31 st March 2012 for a period of more than six months from the date they became payable.

9. c. Based on review, the dues of Excise Duty and Customs Duty, which have not been and the sales tax which has been deposited on account of disputes and the forum where the dispute is pending, are as given below:

SI. Name of the Nature of Period Amount Forum No. Statute the Dues/ of (Rs. where Demand Dispute Lakhs) Dispute is pending

1. Central Excise Act, With regard 1995 542.25 Appeal to 1944 to dispute CESTAT on levy of under Excise Duty Progress for the period from 26.08.1995 to 16.11.2006.

2. Tamil Nadu General Levy of 2003 47.05 Sales Tax Sales Tax Act,1959 additional Appellate tax @1%u/s Tribunal 3 (4) of TNGST Act 1995-96 and 1996-97

3. Customs Act Differential 1998 6586.00 Commissioner Customs Duty of Customs Claimed by (Appeals) Commissioner of Customs

10. The Company has accumulated losses of Rs. 505.20 crores at the end of the financial year, which is more than its net worth. However, the Company has not incurred cash losses in the current and immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances 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. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) order, 2003 are not applicable to the Company.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee of loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the term loans raised during the year have been 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 report that short-term funds have not been used for long term uses.

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

19. According to the information and explanations given to us, during the year the Company has not issued debentures.

20. The Company has not raised any money by public issues during the year covered by our report.

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

For A.V.DEVEN & CO Chartered Accountants FRN 000726S

CA. R. RAGHURAMAN Partner M. No.201760

Chennai May 15, 2012


Mar 31, 2011

We have audited the attached Balance Sheet of Madras Fertilizers Ltd, Chennai as at 31st March, 2011 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

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

2. Further to our comments in paragraph 1 above:

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

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

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

d) The Department of Company Affairs has clarified that the provisions of clause (g) of sub section (1) of section 274 of the Companies Act 1956 are not applicable to Government Companies.

e) The Company has not complied with Accounting Standard on Valuation of Inventories (AS-2) and Accounting Standard on Provisions, Contingent Liabilities and Contingent Assets (AS-29). The impact of the above non-compliance is detailed in Para f (i) to f (v) below. Subject to the foregoing, in our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211 (3C) of the Companies Act 1956.

f) Attention is invited to the following:

i) Note No.20B (ii) regarding accounting of a sum of Rs. 50.99 crores towards escalation in input prices. Adjustments may arise in future in respect of the above, on final payment.

ii) Note No.20B (vi) regarding a sum of Rs. 63.09 lakhs deposited till date with ESI authorities for which, in our opinion, a provision should have been made. The current year's profit is overstated and accumulated losses are understated and the loans and advances are overstated to the same extent.

iii) In our opinion, the following long pending amounts included in Loans and Advances (Claims Recoverable) should have been charged off to Profit and Loss Account:

- Rs. Rs. 19.25 Lakhs from S&G Engineers

- Rs. Rs. 28.93 Lakhs under Price Concession Scheme

- Rs. Rs. 35.72 Lakhs receivable from South Central Railway

- Rs. Rs. 0.70 Lakhs due from Pan Queen

- Rs. Rs. 0.67 Lakhs due from Radiant Star

The current year's profit is overstated and the accumulated losses are understated and loans and advances are overstated to the extent of Rs. 85.27 Lakhs.

iv) Note No. 20A (7) of the Significant Accounting Policies of the company regarding Valuation of Inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard - 2 (Valuation of Inventories) which requires inventory to be valued at lower of Cost and Net realizable value (NRV).

v) Balances in the Accounts of loans from GOI / Financial Institutions, Debtors, Creditors, Claims Recoverable and other parties included under Loans and Advances are subject to reconciliation, confirmation and consequential adjustments (Refer Note No.25(b)).

The effect of para f (i),(iv) and (v) on the accounts is not ascertainable and para f (ii) and f (iii) above has the net effect of overstatement of profit, understatement of accumulated losses and overstatement of loans and advances by Rs. 148.36 lakhs.

g) In our opinion and to the best of our information and according to the explanations given to us, subject however to para (f) above, the said Balance Sheet and Profit and Loss Account 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 also give a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In the case of the Balance Sheet, of the state of the Company's affairs as at 31.3.2011.

ii. In the case of the Profit arid Loss Account, of the PROFIT for the year ended on that date, and

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

ANNEXURE TO THE AUDITORS' REPORT (CARO) (REVISED)

With reference to the Annexure referred to in paragraph 1 of the Auditors' Report of even date to the Members of the Madras Fertilizers Ltd on the accounts for the year ended 31st March 2011, we report that

1. a. The Company is maintaining proper records showing

particulars including quantitative details and situation of fixed assets, other than location details in respect of furniture and fixtures and office equipments.

b. As informed to us, the fixed assets have been physically verified under a phased programme (i.e.) once in three years by an independent firm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verification of fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

c. During the year, the Company has not disposed off a substantial part of its fixed assets.

2. a. Physical verification of inventories inside factory premises has been carried out by the management at reasonable intervals and the physical verification of stocks of stores and spare parts has been conducted by an independent outside agency in a phased manner so as to complete the verification of all items over a period of three years. Finished goods and other inventory stored outside the factory premises are taken as per warehousing certificates and third party confirmation respectively. In our opinion, the frequency of verification of inventory is , reasonable. Third party confirmation has not been received in few cases, which however is not significant in value.

b. In our opinion and according to the information and explanations given to us, the procedures for the physical verification of inventory followed by 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. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence reporting under Clause 4(iii)(b)/(c)/(d)/(e)/(f) and (g) of the Order is not applicable to the Company.

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 nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of . any instance of major weakness in the aforesaid internal control procedure.

5. According to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956. Accordingly Clause 4(v)(a) and 4(v)(b) of the Order is not applicable.

6. In our opinion, the company has complied with the provisions of Section 58A and other relevant provisions of the Act with regard to deposits accepted from public. Based on records produced to us there has not been any default on payment of deposits and hence provision of Section 58 AA of the Companies Act is not attracted.

7. The Company has an in house internal audit system, which needs to be adequately strengthened commensurate with the size of the company and nature of its business, with professionally qualified persons.

8. We have broadly reviewed the books of account maintained by the Company in respect of its product / Fertilizers pursuant to the order of Central Government for maintenance of cost records prescribed under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. a. Based on our review, it is noticed that there is no delay in remittance of undisputed statutory dues to ESI and EPS, Excise Duty, Customs Duty and Service Tax have generally been remitted in time. We are informed that the company has no liability towards Wealth Tax, Cess and Investor Education and Protection Fund.

b. According to information and explanations given to us, no undisputed amount payable in respect of Income-tax, Wealth tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March 2011 for a period of more than six months from the date they become payable.

c. Based on review, the dues of Excise Duty and Customs Duty, which have not been and the sales tax which has been deposited on account of disputes and the forum where the dispute is pending, are as given below:

SI. Name of Nature of the Dues/ Period of Amount No. the Statute Dispute [Rs.Lakhs]

1. Central Excise With regard to dispute 1995 542.25 Act, 1944 on levy of Excise Duty for the period from 26.08.1995 to 16.11. 2006.

2. Tamil Nadu Levy of additional tax Dec 2003 47.05 General Sales @ 1% u/s3(4) of TNGST Tax Act,1959 Act 1995 - 96 and 1996-97.

3. Customs Differential Customs 1998 6,586.00 Act Duty claimed by Commissioner of Customs

Name of Forum where Dispute the Statute is pending

Central Excise Appeal to CESTAT Act, 1944 under Progress

Tamil Nadu Sales Tax Appellate General Sales Tribunal TaxAct,1959

Customs Act Commissioner of Customs (Appeals)

10. The company has accumulated losses of Rs. 617.19 Cr at the end of the financial year, which is more than its net worth. The company has not incurred cash loss in the current and intermediately proceeding financial year.

11. The Company has not defaulted in repayment of dues to Financial Institutions or bank or debenture holders. •

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause 4(xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi /mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xfv) of the order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee of loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the term loans raised during the year have been 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 report that short-term funds have not been used for long term uses.

18. The company has not made any preferential altotment of shares during the year.

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

20. The company has not raised any money by public issues during the year covered by our report.

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

For A.V. DEVEN & CO Chartered Accountants FRN000726S

CA. R. RAGHURAMAN Partner M.No.201760

Chennai June 10,2011


Mar 31, 2010

We have audited the attached Balance Sheet of Madras Fertilizers Ltd, Chennai as at 31s1 March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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.

1. As required by the Companies (Auditors Report) Order 2003, issued by the Central Govt, 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.

2. Further to our comments in paragraph 1 above:

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

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

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

d) The Department of Company Affairs has clarified that the provisions of clause (g) of sub section (1) of section 274 of the Companies Act 1956 are not applicable to Government Companies.

e) The Company has not complied with Accounting Standard on Valuation of Inventories (AS-2) and Accounting Standard on Provisions, Contingent Liabilities and Contingent Assets (AS-29). The impact of the above non-compliance is detailed in Para f (i) to f (viii) below. Subject to the foregoing in our opinion,

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

f) Attention is invited to the following:

i) Note No.20B (ii) regarding accounting of a sum of Rs. 28.62 crores towards escalation in input prices. Adjustments may arise in future in respect of the above, on final payment.

ii) Note No.20B (vii) regarding a sum of Rs. 63.09 lakhs deposited till date with ESI authorities for which in our opinion a provision should have been made. The current years profit is overstated and accumulated losses are understated and the loans and advances are overstated to the same extent.

iii) Note No.20B (viii) regarding a sum of Rs. 1.16 crores paid till date as interim award towards gratuity to past employees, for which in our opinion a provision should have been made. The current years profit is overstated and accumulated losses are understated and the loans and advances are overstated to the same extent.

iv) Note No.20B (ix) regarding a sum of Rs. 81.74 lakhs retained under claims recoverable which in our opinion should have been charged to Profit and Loss Account. The current years profit is overstated and accumulated losses are understated and the loans and advances are overstated to the same extent.

v) In our opinion, the following long pending amounts included in Loans and Advances (Claims Recoverable) should have been charged off to Profit and Loss Account:

- Rs. 19.25 Lakhs from S&G Engineers

- Rs. 28.93 Lakhs under Price Concession Scheme

- Rs. 35.72 Lakhs receivable from South Central Railway

- Rs. 0.70 Lakhs due from Pan Queen Rs. 0.67 Lakhs due from Radiant Star

The current years profit is overstated and the accumulated losses are understated and loans and advances are overstated to the extent of Rs. 85.27 Lakhs.

vi) Sundry Debtors include a sum of Rs. 1.03 Crores for which the company holds no security other than

debtors personal security, for which in our opinion provision should have been made. The current years profit is overstated and accumulated losses are understated and Debtors are overstated to the same extent.

vii) Current Liabilities include an amount of Rs. 81.11 Crores (Rs. 64.59 crores - VAT credit claimed from the sales tax authorities for tax paid on inputs and Rs. 16.52 crores - output tax payable) which has not been deducted from cost of purchases. Also, the inventory has been valued without excluding the VAT credit available. Both are in contradiction of Accounting Standard - 2 (Valuation of Inventories) end adjustment may arise in future in respect of the above, depending upon the final VAT claim adjustment/setoff based on the sales in the subsequent year.

viii) Note No. 20A (7) of the Significant Accounting Policies of the company regarding Valuation of Inventories, Ammonia is valued at cost which is not in accordance with Accounting Standard.- 2 (Valuation of Inventories) which requires inventory to be valued at lower of Cost and Net realizable value (NRV).

The effect of para f (i),(vii) and (viii) on the accounts is not ascertainable and para f (ii) to f (vi) above has the net effect of overstatement of profit, understatement of accumulated losses, and overstatement of loans and advances by Rs.4.49 crores.

g) Attention is also invited to Note No. 20 (A) (1), significant accounting policies of the Company, wherein it is stated that the Companys financial statements have been prepared on "GOING CONCERN" basis. In our opinion, the concept of "GOING CONCERN" is no more valid as far as this Company is concerned having regard to the following:

i. The accumulated losses as at 31.3.2010 stands at Rs. 787.05 Crores as against the net owned shareholders funds of Rs. 174.53 Crores.

ii. The net worth has been fully eroded and the Company has consistently made significant losses in the past, upto the year ended 31.03.2009.

iii. The company has stopped production of its major product - NPK Complex Fertilizer under its Brand name, since July 2007.

iv. The company has made a reference to BIFR under Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the same has been registered

as Case No. 501/2007. In the hearing held on 2nd April 2009, BIFR declared the company as a sick company as per the provisions of SICA and appointed State Bank of India as Operating Agency for further course of action.

In view of the above, we are of the opinion that the Companys accounts should NOT have been compiled on "GOING CONCERN" basis. Had the Company not followed GOING CONCERN ACCOUNTING, there would have been significant adjustments to the assets and liabilities as on 31st March 2010, which may result in further erosion in the net worth of the Company. The impact of above on the accounts is not ascertainable at this stage.

h) In our opinion and to the best of our information and according to the explanations given to us, in view of the adverse opinion formed by us vide para (f) and (g) above, the said Balance Sheet and Profit and Loss Account does not give the information required by the Companies Act 1956 in the manner so required and also does not give a true and fair view in conformity with the accounting principles generally accepted in India: -

i. In case of Balance Sheet, the state of affairs of the Company as at 31.3.2010.

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

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

ANNEXURE TO THE AUDITORS REPORT With reference to the Annexure referred to in paragraph 1 of the Auditors Report of even date to the Members of the Madras Fertilizers Ltd on the accounts for the year ended 31st March 2010, we report that:

1. a. The Company is maintaining proper records showing

particulars including quantitative details and situation of fixed assets, other than location details in respect of furniture and fixtures and office equipments.

b. As informed to us, the fixed assets have been physically verified under a phased programme (i.e.) once in three years by an independent firm of Chartered Accountants which in our opinion is reasonable having regard to the size of the Company and nature of its assets. We have been informed that discrepancies noticed on physical verification of fixed assets carried out in the past, other than what has been subsequently located, as compared to the books and records were not material.

c. During the year, the Company has not disposed off a substantial part of its fixed assets.

2. a. Physical verification of inventories inside factory premises has been carried out by the management at reasonable intervals and the physical verification of stocks of stores and spare parts has been conducted by an independent outside agency in a phased manner so as to complete the verification of all items over a period of three years. Finished goods and other inventory stored outside the factory premises are taken as per warehousing certificates and third party confirmation respectively. In our opinion, the frequency of verification of inventory is reasonable. Third party confirmation has not been received in few cases, which however is not significant in value.

b. In our opinion and according to the information and explanations given to us, the procedures for the physical verification of inventory followed by 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. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

3. As per the information furnished, the Company has not granted or taken any loans, secured or unsecured, to/

from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence reporting under Clause 4(iii)(b)/(c)/{d)/ (e)/(f) and (g) of the Order is not applicable to the Company.

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 nature of its business with regard to purchase of inventories and fixed assets and for the sale of goods and services, Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedure.

5. According to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956. Accordingly Clause 4(v)(a) and 4(v)(b) of the Order is not applicable.

6. In our opinion, the company has complied with the . provisions of Section 58A and other relevant provisions

of the Act with regard to deposits accepted from public. Based on records produced to us there has not been any default on payment of deposits and hence provision of Section 58 AA of the Companies Act is not attracted.

7. The Company has an in house internal audit system, which needs to be adequately strengthened commensurate with the size of the company and nature of its business, with professionally qualified persons.

8. We have broadly reviewed the books of account maintained by the Company in respect of its product / Fertilizers pursuant to the order of Central Government for maintenance of cost records prescribed under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

9. a. Based on our review, it is noticed that there has

been a delay in remittance of following undisputed statutory dues: ESI and EPS. Excise Duty, Customs Duty and Service Tax have generally been remitted in time. We are informed that the company has no liability towards Wealth Tax, Cess and Investor Education and Protection Fund.

b. According to information and explanations given to us, no undisputed amount payable in respect of Income- tax, Wealth tax, Service Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March 2010 for a period of more than six months from the date they become payable.

c. Based on review, the dues of Excise Duty, Sales Tax and Customs Duty, which have not been deposited on account of disputes and the forum where the dispute is pending, are as given below:

Sl. Name of Nature of the Dues / Demand Period of No. the Statute Dispute

1. Central Excise With regard to dispute on levy of Excise Duty 1995 Act, 1944 for the period from 26.08.1995 to 16.11.2006.

2. Tamil Nadu Levy of additional tax @ 1% u/s Dec 2003 General Sales 3(4) of TNGST Act 1995-96 and 96-97. Tax Act, 1959

3. Customs Differential Customs Duty 1998 Act claimed by Commissioner of Customs



Sl. Name of Amount Forum where No. the Statute

[Rs.in Lakhs] Dispute is pending

1. Central Excise 542.25 Commissioner

Act, 1944 (Appeal)

2. Tamil Nadu 47.05 Sales Tax Appellate

General Sales Tax Act,1959 Tribunal

3. Customs 6,586.00 Commissioner

Act of Customs (Appeals)

10. The company has accumulated losses at the end of the financial year, which is more than its net worth. The company has not incurred cash loss during the year ended 31st March 2010.

11. The Company has defaulted in payment of dues to Financial Institutions. As on 31sl March 2010, the principal and interest overdues due to Financial Institutions amounted to Rs.89.09 Crores and Rs. 104.96 Crores respectively. The period of default ranges from 1 to 66 months for principal overdues and 1 to 70 months for interest overdue.

12. Based on our examination of the records and the information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. Clause 4(xiii) of the Order is not applicable to the Company as the Company is not a chit fund company or nidhi /mutual benefit fund / society.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the order are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee of loan taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the term loans raised during the year have been 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 report that short-term funds have not been used for long term uses.

18. The company has not made any preferential allotment of shares during the year.

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

20. The company has not raised any money by public issues during the year covered by our report.

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

For S. VENKATRAM & CO.,

Chartered Accountants

R.VAIDYANATHAN

Chennai Partner

19th May 2010 M.No.18953

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