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Auditor Report of Man Industries (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Man Industries (India) Limited ("The Company"), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company's branch at Dubai.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of financial statements that give a true and fair view of the financial position, financial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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.

Auditors' Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

As mentioned in note no. 45 of financial statements, the company has not provided interest on loan advanced to Merino Shelters Private Limited of Rs, 700.26 Lacs (Previous year: 1,033.05 lacs) up to the date of demerger which is in contravention to accounting principles laid down under Accounting Standard 9 (AS 9) "Revenue recognition" notified under the Companies (Accounting Standards) Rules, 2006. Had the company followed the principles of accrual system, the Profit before tax for the year ended 31st March, 2015 would have been higher by Rs, 700.26 lacs (Previous year: 1,033.05 lacs).

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Other Matter(s)

i. We did not audit the financial statements/information of branch included in the financial statements of the Company whose financial statements / financial information reflect total assets of Rs, 3,013.35 lacs as at 31st March, 2015 and total revenues of Rs, 23,920.26 lacs for the year ended on that date, as considered in the financial statements. The financial statements/information of these branch have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branch, is based solely on the report of such branch auditors.

ii. We draw attention to the note no. 46 to the financial statements wherein the Income Tax Department had conducted a search and seizure operation on the Company and promoters between December 10 and 14, 2014 under section 132/133 of the Income Tax Act 1961 (The Act). Subsequent to the above, the company has not made any disclosures and also no order/ demand, has been received and the tax liability, if any, shall be provided upon completion of the process of assessment by the tax authorities.

Our opinion is not qualified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

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

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

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

c) The reports on the accounts of the branch offices of the Company audited under Section 143 (8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches not visited by us.

e) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, do not have an adverse effect on the functioning of the Company.

g) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

h) 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 A".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 42 to the financial statements;

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

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

Annexure A to the Auditors' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31st March 2015.

1. (a) The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

2. (a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (a) The Company has granted loan to 2 (two) party covered in the register maintained under section 189 of the Companies Act, 2013 amounting to Rs, 5,707.51 lacs The maximum amount involved during the year is Rs, 11,591.96 Lakhs.

(b) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor's Report) Order, 2013.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. The Company has not accepted any deposit during the year and hence, provisions of section 73 to 76 of the Companies Act, 2013 are not applicable to the Company.

6. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under sub section (1) of section 148 of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

SI. Name of the Statue Forum where dispute Amount (Rs, In Lakhs) No.

1 Central Excise Act, 1944 & Service Tax CESTAT Delhi 1.00

CESTAT Mumbai 674.22

Large Tax Payer Unit (LTU), Mumbai 2033.18

Supreme Court 257.14

2 VAT Deputy Commissioner 0.98

Tribunal 69.85

Supreme Court, Delhi 6.77

3 Entry tax Tribunal 221.13

Deputy Commissioner (Appeal) 3.54

High Court, Indore 98.25

4 Central Sales Tax Tribunal 129.03

High Court, Jabalpur 315.13

5 Income Tax Act, 1961 Income Tax Appellate Tribunal, Mumbai 1463.03

(c) According to the information and explanations given to us and the records examined by us, the Company is regular in depositing amount with the investor education and protection fund.

8. The Company has no accumulated losses as at 31st March 2015 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

10. In our opinion, and according to the information and explanations given to us, the Company has given corporate guarantee of Rs, 7,500 lacs for loans taken by Merino Shelters Private Limited from IFCI Limited. The term and condition whereof are not harmful to the interest of the company.

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

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

For Rohira Mehta & Associates

Chartered Accountants

Firm Registration No. 118777W

Anil V. Rohira

Partner

Membership No. : 37339

Place : Mumbai

Date : April 29, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Man Industries (India) Limited ("The Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information other than financial statement of Dubai branch. The financial statement of Dubai branch has been audited by another Auditor whose report has been furnished to us, and our opinion, in so far as it relates to the amount included in respect of said branch is based solely on the report of the other Auditor. The financial statement of Dubai Branch reflecting the total assets of Rs. 10,973.86 Lacs and total revenue amounting to Rs. 24,610.65 Lacs are included in these financial statements.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) We draw attention to Note no 28 regarding payment of remuneration to the managerial persons being in excess of relevant provisions of Companies Act 1956 by Rs 469.62 lacs. The company is in process of seeking ratification of shareholders in the ensuing AGM and applying to the Central Government. Pending the final application of the Company''s application no adjustments have been made to the accompanying financial statements in this regard.

(e) We draw attention to Note 43 to the financial statement wherein, pending the approval of demerger scheme by the Bombay High Court, the Company has not provided for i) Interest on loan advanced to Man Infraprojects Limited of Rs. 3502.64 Lacs & Lease rental on immoveable property to be demerged to Man Infraprojects Limited of Rs. 33.05 Lacs in contravention to Accounting Standard 9: Revenue Recognition issued by Institute of Chartered Accountants of India.

(f) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act except for matters referred to as in clause (d) & (e) above .

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

Annexure to the Auditors'' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31 March 2014.

1. (i) The Company is in the process of updating its records showing full particulars, including quantitative details and situation of fixed assets.

(ii) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

2. (i) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 2 (two) party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs.2372.78 Lakhs. The maximum amount involved during the year is Rs 38809.46 Lakhs.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loan have been granted by the Company are not, prima facie, prejudicial to interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(iv) The Company has taken loan from 1 party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 500 lacs. The maximum amount involved during the year and year end balance of loan was Rs NIL.

(v) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(vi) In our opinion and according to the explanation given to us ,the rate of interest at which the loans have been taken are not prima facie,prejudical to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

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

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1 )(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. (i) According to the information and explanations given to us and the records examined by us, the Company is regular in

depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities.

(ii) According to the records of the Company, there are no dues outstanding of sales tax, income-tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

Sl. Name of the Statue Forum where dispute Amount No. (Rs. In Lakhs)

1. Central Excise Act, CESTAT 901.08 1944. Deputy Commissioner, Large Tax Payer Unit (LTU), Mumbai 632.64

Commissioner, Large Tax Payer Unit (LTU), Mumbai 360.43 Supreme Court 1.00

2. Sales Tax Tribunal 86.84 High Court, Indore 6.77

3. Entry Tax Tribunal 227.05 Deputy Commissioner (Appeal) 3.54 High Court, Indore 98.25

4. Central Sales Tax Tribunal 133.11 Deputy Commissioner (Indore) 14.38 High Court, Jabalpur 315.13

5. Income Tax Act,1961 Income Tax Appellate Tribunal, Mumbai 89.69 Commissioner of Income Tax Appeal, Large Tax Payer Unit (LTU) 1539.43 Assistant Commissioner of Income Tax, Large Tax Payer Unit (LTU), Mumbai 23.60

10. The Company has no accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceeding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company

has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investment and timely entries have generally been made therein. All shares, debentures and other securities have been held by the Company, in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution. Hence, the provisions of clause 4 (xv) are not applicable to the company.

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

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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

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

20. The Company has not raised money through a public issue.

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

Rohira Mehta & Associates Chartered Accountants Firm Registration No: 118777W

Per Nirav B. Mehta Partner Membership No. : 106294

Place : Mumbai Date : May 30, 2014


Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

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

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

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

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March 2013, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

3. Attention is invited to Note No. 40 (c) of the Financial Statements with regard to the Petition filed before the CLB Mumbai and a complaint before the lenders against inter-alia the Company by a promoter shareholders group. Since the matter is sub-judice, and looking to the contingencies in this regards, we are unable to comment on the same.

Annexure to the Auditors'' Report of even date to the members of Man Industries (India) Limited, on the financial statements for the year ended 31 March 2013.

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

(ii) The Company has formulated a program of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

2. (i) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 2 (two) parties covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 20,186.79 Lakhs. The maximum amount involved during the year and year end balance of loan was Rs.36,219.10 Lakhs.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loans have been granted by the Company are not, prima facie, prejudicial to the interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor''s Report) Order, 2003.

(iv) The Company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii)(e), (f) & (g) of paragraph 4 of Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

7. During the year, the Company has taken steps to strengthen the internal audit system. In our opinion, it needs further strengthening.

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty,

10. The Company has no accumulated losses as at 31st March 2013 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investment and timely entries have generally been made therein. All shares, debentures and other securities have been held by the Company, in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution. Hence, the provisions of clause 4 (xv) are not applicable to the company.

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

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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

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

20. The Company has not raised money through a public issue.

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

Chartered Accountants

Firm Registration Number: 118777W

per Nirav B. Mehta

Partner

Membership No. 106294

Place : Mumbai

Date : May 30, 2013


Mar 31, 2012

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

2. We have 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentation. Further we believe that our audit provides a reasonable basis for our opinion.

3. We have not audited the financial statements of Dubai Branch. These financial statements have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of the said audited branch is based solely on the Report of the other auditor. The financial statements of branch reflecting the total capital employed of Rs. 2,255,819/- and total revenue amounting to Rs. 2,539,179/- are included in these financial statements.

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

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

1) 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;

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

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

4) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act except Accounting Standard:'. 11 & 30 issued by Institute of Chartered Accountants of India (refer to note (g) sub point (iv) of part B of significant accounting policies forming part of accounts)

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

6) Subject to the above, in our opinion and to the best of our information and according to the information and explanations given to us, the said accounts read together with the "Notes" thereon, 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 :-

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) In the case of the Profit and 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 referred to in paragraph 3 of our report of even date

1. (i) The Company is in the process of updating its records showing full particulars including quantitative details and situation of fixed assets.

(ii) The Company has formulated a programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner over a period of 2 years. In our opinion, this periodicity of physical verification is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(iii) Fixed assets disposed during the year were not substantial and therefore do not affect the going concern assumption.

2. (i) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(ii) The procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(iii) The Company is maintaining proper records of inventories. The discrepancies noticed on verification between the physical stocks and book stocks were not material having regard to the size of the operations.

3. (i) The Company has granted loan to 1 (one) party covered in the register maintained under section 301 of the Companies Act, 1956 amounting to Rs. 2,861,690,448/-. The amount outstanding at year end was Rs. 1,410,062,723/-.

(ii) In our opinion and according to explanation and information given to us, the rate of interest on which the loans have been granted by the Company are not, prima facie, prejudicial to the interest of the Company.

(iii) There are no written terms and conditions and written stipulation as to recovery of principal amount and interest as such, hence we are unable to comment on clauses (iii) (c) & (d) of paragraph 4 of Companies (Auditor s Report) Order, 2003.

(iv) The Company has not taken any loans from parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause (iii)(e), (f) & (g) of paragraph 4 of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

5. (i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the Register required to be maintained under that Section.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the Register maintained under Section 301 and exceeding the value of Rupees Five Lakhs during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted deposits from the public and hence, the provisions of Section 58A and 58AA of the Act and rules there under are not applicable to the company.

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

8. We have broadly reviewed the books of account and records maintained pursuant to the order made by the Central Government for maintenance of cost records under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and record have been made and maintained. We, however, have not made a detailed examination of such accounts and records with view to determine whether they are accurate or complete.

9. (i). According to the information and explanations given to us and the records examined by us, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales- tax, wealth -tax, customs duty, excise-duty, service tax, cess and other statutory dues wherever applicable with the appropriate authorities except in the following cases.

Name of the Statue Amount in Rs.

Service Tax (Import of Services) 3,140,000/-

VAT/CST/ Entry Tax 12,792,629/-

(ii). According to the records of the Company, there are no dues outstanding of sales tax, income-tax, customs duty, wealth tax, excise duty, service tax or cess on account of any dispute, other than the following:

Name of the Statue Amount in Rs. Forum where dispute

Central Excise Act, 1944. 237,567,920/- CESTAT, Revenue Authority

Service Tax, 1994 22,012,562/- Commissioner Service Tax

Sales Tax, CST, Entry Tax 73,936,003/- Commissioner Appeals

Income Tax Act, 1961 18,464,750/- High Court & Commissioner Appeals

10. The Company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank, as may be applicable at the Balance Sheet date.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Societies are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities, debentures and other investment and timely entries have generally been made therein. All shares, debentures and other securities have been held by the Company, in its own name.

15. In our opinion, and according to the information and explanations given to us, the Company has not given guarantee for loans taken by others from bank or financial institution.

16. The Company has not raised Term Loan during the financial year.

17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

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

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

20. The Company has not raised money through a public issue.

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

For Rohira. Mehta. & Associates

Chartered Accountants

Firm Registration Number: 118777W

Nirav B. Mehta

Partner

Membership No. 106294

Place : Mumbai

Dated: 24 May, 2012

 
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