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Auditor Report of Manugraph India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Manugraph India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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 Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 adeguate 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; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adeguate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone 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 reguired to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards reguire that we comply with ethical reguirements 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'sjudgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adeguate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation ofthe 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 standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at March 31, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to note no. 24(b) in the Explanatory Notes to the financial statements regarding the Company's application for managerial remuneration paid in excess of limits prescribed under Section 198 of the erstwhile Companies Act, 1956 aggregating to Rs. 98.39 lakhs for the accounting year 2014-15 is pending for approval by Central Government. No adjustments are made in the financial statements pending receipt ofthe approval. Our opinion is not modified in respect ofthis matter.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and obtained all the information and explanations which to the best ofour knowledge and beliefwere 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 appears from our examination ofthose books.

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 oftheAct, read with Rule 7 ofthe Companies (Accounts) Rules, 2014.

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

(f) With respect to the other matters to be included in the 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 36 (c)to the financial statements.

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

iii. There are no delays in payment of amounts to the Investor Education and Protection Fund during the year.

(i) (a) The Company has generally maintained proper records showing full particulars, including guantitative details and situation of its fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year other than inventory lying with third parties, where certificates confirming stocks have been receivedin respect of substantial portion of stock held.

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

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventory. No material discrepancies were noticed on physical verification ofinventory as compared to book records.

(iii) (a) The Company has granted interest free unsecured loan to its wholly owned subsidiary company covered in the register maintained u/s 189 ofthe CompaniesAct, 2013.

(b) The Loanis not due for repayment presently and therefore thereis no default in its repayment and thereis no overdue.

(iv) In our opinion and according to the information and explanations given to us, there is an adeguate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Companyin respect of these areas.

(v) The Company has not accepted any deposit from the public pursuant to sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules framed thereunder. Therefore, the provisions of clause 3(v) of the Companies (Auditors Report) Order 2015 are not applicable to the Company. As informed to us, there is no order that has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunalin respect of the said sections.

(vi) As informed to us the maintenance of the cost records under the sub-section (1) of section 148 of the Companies Act, 2013 has been prescribed and we 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 records to ascertain whether they are accurate or complete.

(vii) (a) The Company has been regular in depositing undisputed statutory dues including Provident fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amount payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable, except for service tax payable ofRs. 0.06 lakhs.

(b) According to the information and explanations given to us, there are no dues of Income Tax or Sales Tax or Wealth Tax or Service Tax or duty of Customs or duty of Excise or Value Added Tax or Cess which have not been deposited on account of any dispute except as given in the statement attached herewith.

(c) The amounts to be transferred to the Investor Education and Protection Fund have been transferred on time as reguired by the extant laws.

(viii) The Company does not have accumulated losses. It has however incurred cash losses in the current financial year and also in the immediately preceding financial year.

(ix) According to the information and explanations given to us and based on the documents and records produced to us, the company has not defaulted in repayment of dues to any Financial Institution or Bank. Further, the company has not obtained any borrowings by way of debentures.

(x) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given bank guarantee and has pledged its investments for loan taken by its wholly owned subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xi) The company did not take any term loans during the year and hence clause 3(xi) of Companies (Auditors Report) Order 2015 is not applicable.

(xii) According to theinformation and explanations given to us and to the best of our knowledge and belief no fraud on or by the Company has been noticed or reported during the year.

Statement of Statutory Dues Outstanding on Account of disputes, as on 31st March, 2015, referred to in Para (vii)(b) of the Annexure to Auditors' Report

Name of statute Nature of dues Amount (Rs In Lakhs)

Income Tax Act, 1961 Additions during Assessments 321.78

Customs Act, 1962 Customs duty on two dryers 29.59

The Central Excise Act, Duty on scrapgenerated at 4.80 1944 vendors end

The Central Excise Act, Duty on jigs and fixtures 1.16 1944

The Central Excise Act, Duty on sale of spares to 9.45 1944 relatedpersons

The Central Excise Act, Duty on sale of spares to 0.03 1944 relatedpersons

The Central Excise Act, Duty on sale of spares to 0.07 1944 relatedpersons

The Central Excise Act, Duty on sale of spares to 0.12 1944 relatedpersons

The Central Excise Act, Duty on sale of spares to 0.05 1944 relatedpersons

The Central Excise Act, Duty on sale of spares to 0.15 1944 relatedpersons

The Central Excise Act, Claim for refund of duty on 0.55 1944 scrap generated during on job

The Central Excise Act, Duty on debit notes raised on 0.56 1944 vendors towards recovery of raw material cost

Finance Act, 1994 Interest on Service tax on 0.51 Service Tax Rules, 1994 goods transport operators

Finance Act, 1994 Service tax on technical know 7.42 Service Tax Rules, 1994 how

Finance Act, 1994 Service tax on services rendered 2.73 Service Tax Rules, 1994 in respect of installation, commissioning, repairs and maintenance

Central Excise Act, Duty Draw back on exported 3.90 1944 goods

Central Excise Act, Duty Draw back on exported 1.25 1944 goods

Central Excise Act, 1944 Reversal of Cenvat Credit 11.38

Central Excise Act, Duty Draw back on exported 10.76 1944 goods

Finance Act, 1994 Service Tax credit of services 1.24 received outside India.

Finance Act, 1994 Man power Services received 0.76 from various contractors

Finance Act, 1994 Service Tax on input service 16.49 distributor.

Finance Act, 1994 Service Tax on input service 1.39 distributor.

Finance Act, 1994 Service Tax on technical testing 2.76 services

Finance Act, 1994 Service Tax credit on outward 0.83 freight

Total 429.73

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

Income Tax Act, 1961 Assessment year The Income Tax Appellate 2009- 2010 Tribunal,'K'Bench, Mumbai

Customs Act, 1962 Assessment Year Customs, Excise & Service 1987- 1988 tax AppellateTribunal. Mumbai

The Central Excise 01.07.07 to The Assistant Commissioner, Act, 1944 30.11.07 Central Excise, Kolhapur-

The Central Excise 01.04.04 to Customs, Excise & Service Act, 1944 31.12.04 tax Appellate Tribunal, West Zonal Bench, Mumbai

The Central Excise 01.04.04 to Customs, Excise & Service Act, 1944 31.12.04 tax Appellate Tribunal, West Zonal Bench, Mumbai

The Central Excise 01.06.05to31.12.05 The Assistant Commissioner Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.01.06 to30.06.06 The Deputy Commissioner, Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.07.06 to30.11.06 The Assistant Commissioner, Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.12.06 to30.06.07 The Assistant Commissioner, Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.07.07 to31.03.08 The Assistant Commissioner, Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.04.03 to31.03.04 The Assistant Commissioner, Act, 1944 Central Excise, Kolhapur-ll

The Central Excise 01.07.01 to31.03.02 The High Court of Act, 1944 Judicature, Mumbai

Finance Act, 1994 Assessment Year The Commissioner, Central Service Tax Rules, 1994 2001- 2002 Excise (Appeals-ll), Pune

Finance Act, 1994 Assessment Year The Deputy Commissioner, Service Tax Rules, 1994 2005-2006 Central Excise, Kolhapur-I Division

Finance Act, 1994 01.04.04 to31.03.07 The Assistant Commissioner Service Tax Rules, 1994 Central Excise, Kolhapur-I Division

The Central Excise 01.09.2010 to The Dy. Commissionerftech. Act, 1944 30.09.2010 Central Excise , Kolhapur

The Central Excise 01.01.2011 to The Dy. Commissioner (tech. Act, 1944 31.10.2011 Central Excise , Kolhapur

Central Excise Act, 1944 01.05.2008 to Customs, Excise & Service 28.02.2010 tax Appellate Tribunal, West Zonal Bench, Mumbai

Central Excise Act, 1944 01.12.2010 to The Join Secretary 31.12.2010 Government of India Ministry of Finance Dept, of Revenue, New Delhi.

Finance Act, 1994 01.06.2013 to The Dy. Commissioner, 31.10.2013 Central Excise, Kolhapur-ll

Finance Act, 1994 01.04.2012 to The Dy. Commissioner, 31.03.2013 Central Excise, Kolhapur-I

Finance Act, 1994 01.04.2008 to The Superintendent of 31.03.2013 Central Excise, Kolhapur-I

Finance Act, 1994 01.04.2014 to The Dy. Commissioner, 31.3.2015 Central Excise, Kolhapur-ll

Finance Act, 1994 01.04.2012 to The Dy. Commissioner, 31.3.2013 Central Excise, Kolhapur-ll

Finance Act, 1994 01.06.2012 to The Dy. Commissioner, 31.10.2014 Central Excise, Kolhapur-ll

For NATVARLAL VEPARI & CO. Chartered Accountants Firm Registration no.l06971W

N Jayendran Partner Membership No. 40441

Mumbai, Dated : May 27, 2015


Mar 31, 2014

We have audited the accompanying Financial Statements of Manugraph India Limited ("the Company"), which comprises 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 significant accounting policies and other explanatory notes.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and General Circular 08/2014 dated 4th April 2014 with respect to the Financial Statements. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

(b) In the case of the Statement of Profit and Loss, of the 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.

Emphasis of Matter

a. We draw attention to note no. 23(b) regarding payment of managerial remuneration to the Managing Directors as approved by the members in general meeting dated 1st August 2013 which is in excess of the limits prescribed under the Companies Act 1956/2013 by Rs. 104.87 lacs for which the application is made to the Central Government but approval is pending. Our opinion is not qualified on this account.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Companies Act 1 956, we report that:

(i) 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.

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

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

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and General Circular 08/2014 dated 4th April 2014 with respect to the Financial Statements.

(v) On the basis of the written representation received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of Clause (g) of Sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in our report of even date)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals and any material discrepancies noticed on such verification have been properly dealt with in the books of account;

(c) The Company has not disposed off any substantial part of fixed assets during the year.

(ii) (a) Stock of finished goods, stores, spare parts and raw materials has been physically verified by the management at reasonable intervals during the year.

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

(c) The valuation of stock has been done on the basis of physically verified quantity. Therefore Shortage/Excess automatically get adjusted and the same is properly dealt in the books of accounts.

(iii) (a) The Company has granted interest free unsecured loans to one wholly owned subsidiary company covered in the register maintained u/s 301 of the Companies Act 1956. In respect of the said loans, the maximum outstanding at any time during the year is Rs. 3.50 lakhs and the year end balance Rs. 3.50 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which the loans have been given by the company are not prima facie prejudicial to the interest of the company.

(c) The terms of repayment of loans and payment of interest have been stipulated. In respect of the principal amount and interest, there are no overdue amounts.

(d) According to the information and explanation given to us, the company has during the year, not taken any loans, secured or unsecured from companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us there is an adequate internal control system commensurate with the size of the company and the nature of its business, for the purpose of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not come across any major weaknesses or continuing failure to correct any major weaknesses in the internal control system of the Company in respect of these areas.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or agreements referred to in section 301 of The Companies Act, 1 956 that need to be entered in to the registered maintained under the said section have been so entered.

(b) In our opinion and having regards to our comments in paragraph (iv) above and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market price are available.

(vi) The Company has not accepted any deposits from the public during the period under review, and consequently the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under are not applicable. There is no order that has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal in respect of the said sections.

(vii) In our opinion the Company has an Internal Audit system commensurate with the size of the company and the nature of its business.

(viii) According to the information and explanation given to us, the cost records as prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 have been made and maintained by the Company but no detailed examination of such records and accounts has been carried out by us.

(ix) (a) The Company is generally regular in depositing undisputed statutory dues of provident fund, ESIC, Tax deducted at source, VAT, Excise and service tax with the appropriate authorities.

(b) There are no arrears of outstanding statutory dues as at the last day of the period for a period of more than six months from the date they became payable except for the service tax payable of Rs. 1.61 lacs.

c) According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, which have not been deposited on account of any dispute, are stated in the statement attached herewith.

(x) The Company does not have any accumulated losses and has not incurred cash losses in current year and the previous year.

(xi) In our Opinion and according to the information and explanation given to us by the Management, the Company has not defaulted in repayment of dues to a financial institution or bank. There are no debentures issued by the Company.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society and accordingly the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(xiv) According to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee and has pledged its investments for loan taken by its subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xvi) The Company has not taken any term loans during the year from Banks/Financial Institutions and hence clause 4(xvi) of Companies (Auditors'' Report) Order, 2003 is not applicable.

(xvii) According to the information and explanation given to us, on an overall examination of the Balance Sheet and Cash Flow of the company and the necessary representations from the management, we report that no short- term funds have been applied by the company towards any long-term purposes.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and therefore the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(xix) The company did not issue any debentures during the period and therefore the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 are not applicable.

(xx) The Company has not raised any money by public issues during the year and accordingly clause 4(xx) of Companies (Auditors'' Report) Order, 2003 is not applicable.

(xxi) 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 period.

For NATVARLAL VEPARI & CO. Chartered Accountants Firm Registration No. 106971W

N. Jayendran Partner M. No. 040441

Mumbai, Dated: May 27, 2014


Mar 31, 2013

Report on Financial Statements

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 227(3) of the Companies Act 1956, we report that:

(i) 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.

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

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

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of the written representation received from the directors and taken on record by the Board of Directors, we report that 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 Companies Act, 1956 on the said date.

ANISIEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, a major portion of fixed assets has been physically verified by the management during the year in accordance with a phased programme of verification adopted by the company. In our opinion, the frequency of physical verification is reasonable, having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

jii) (a) As explained to us, the inventories of finished goods and work-in-progress in the company''s custody have been physically verified by the management as at the end of financial year. In respect of inventories of stores, spare parts and raw materials, there is a perpetual inventory system and a substantial portion of the inventories have been physically verified during the year, in our opinion, the frequency verification is reasonable. In case of materials lying with the third parties, certificates conforming inventories have - been received in respect of substantial portion of the stocks held at the year end.

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

fc) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories. The discrepancies noted on physical verification of inventories as compared to the book record were not material having regard to the size of the operation of the company

(iii) (a) The Company has granted unsecured loans to one wholly owned subsidiary companies covered in the register maintained under section 301 of the companies Act 1956. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 3.50 lakhs and the year end balance Rs. 3.50 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been given by the company are not prima facie prejudicial to the interest of the company.

(c) The terms of repayment of loans and payment of interest have been stipulated. In respect of the principal amount and interest, there are no overdue amounts.

(d) According to the information and explanation given to us, the company has during the year, not taken any loans, secured or unsecured from companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative source are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchases of inventories and fixed assets and sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or agreements referred to in section 301 of The Companies Act, 1956 that need to be entered in to the registered maintained under the said section have been so entered.

(b) In our opinion and having regards to our comments in paragraph (iv) above and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market price are available.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposit from public during the period covered by our audit report. Therefore the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that the coverage of the internal audit functions carried out by the firms of chartered accountants appointed by the management is commensurate with the size of the company and the nature of its business.

(viii) In terms of the Companies (Cost Accounting Record) Rules, 2011, the Company has maintained the Cost Accounting Records. However, no examination of the said records has been carried out by us.

(ix) (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute are stated in the statement attached herewith.

(x) The Company does not have accumulated losses at the end of financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks. The Company has not issued any debentures.

(xii) According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiii) 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 (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of shares, securities, debentures and other investments dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee and has pledged its investments for loan taken by its subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xvi) The Company has not obtained any fresh term loans during the year and therefore the provisions of clause 4(xvi) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year and therefore the provisions of clause 4(xviii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xix) In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issues and therefore the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xxi) The management has represented that no instances of fraud, other than some malafide conduct by the then whole time director and some employees were noted during the internal investigations. The quantum of damage attributable to such malafide acts is being determined and will crystallize on completion of investigation being carried out jointly with the law enforcement authorities.

For IMA7VARLAL VEPARI & CO.

Chartered Accountants

Firm Registration No. 106971W

IM. Jayendran

Partner

M. No. 040441

Mumbai,

Dated: May 29, 2013


Mar 31, 2012

1. We have audited the attached Balance Sheet of MANUGRAPH INDIA LIMITED, as at 31 st March, 2012, the Statement of profit and loss and also the cash flow statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

i) 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;

ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as it appears from our examination of the books;

iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow statement dealt with by this report comply with the accounting standards referred to in section 211 (3C) of the Companies Act, 1956;

v) On the basis of the written representation received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2012 from being appointed as a director in terms of Section 274( 1 j(g) of the Companies Act, 1956; and

vi) In our opinion and to the best of our information and according to the explanation given to us, they said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

(b) in the case of 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 of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date]

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

(b) As explained to us, a major portion of fixed assets has been physically verified by the management during the year in accordance with a phased programme of verification adopted by the company. In our opinion, the frequency of physical verification is reasonable, having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories of finished goods and work-in-progress in the company's custody have been physically verified by the management as at the end of financial year. In respect of inventories of stores, spare parts and raw materials, there is a perpetual inventory system and a substantial portion of the inventories have been physically verified during the year. In our opinion, the frequency verification is reasonable. In case of materials lying with the third parties, certificates conforming inventories have been received in respect of substantial portion of the stocks held at the year end.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories. The discrepancies noted on physical verification of inventories as compared to the book record were not material having regard to the size of the operation of the company.

(iii) (a) The Company has granted unsecured loans to two wholly owned subsidiary companies covered in the register maintained under section 301 of the companies Act 1956. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 4446.35 lakhs and the yearend balance Rs. 3.0 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been given by the company are not prima facie prejudicial to the interest of the company.

(c) The terms of repayment of loans and payment of interest have been stipulated. In respect of the principal amount and interest, there are no overdue amounts.

(d) According to the information and explanation given to us, the company has during the year, not taken any loans, secured or unsecured from companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative source are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchases of inventories and fixed assets and sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

(vj (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or agreements referred to in section 301 of The Companies Act, 1956 that need to be entered in to the registered maintained under the said section have been so entered.

(b) In our opinion and having regards to our comments in paragraph (iv) above and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market price are available.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposit from public during the period covered by our audit report. Therefore the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that the coverage of the internal audit functions carried out by the firms of chartered accountants appointed by the management is commensurate with the size of the company and the nature of its business.

(viii) In terms of the Companies (Cost Accounting Record) Rules, 2011, the Company has maintained the Cost Accounting Records. However, no examination of the said records has been carried out by us.

(ix) (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute are stated in the statement attached herewith.

(x) The Company does not have accumulated losses at the end of financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

(xiii) 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 (Auditors' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of shares, securities, debentures and other investments dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the company in its own name

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee and has pledged its investments for loan taken by its subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xvi) The Company has not obtained any fresh term loans during the year and therefore the provisions of clause 4(xvi) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xviij According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

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

(xix) In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no material fraud on or by the company has been noticed or reported during the year.

Name of statute Nature of dues Amount Period to which

(Rs. in Lakhs) the amount

relates

Income Tax Act, 1961 Additions during 33.20 Assessment year

Assessments 2008-2009

Customs Act, 1962 Customs duty on two dryers 27.15 Assessment Year 1987-1988

The Central Excise Act, Duty on scrap generated at 4.80 01.07.07 to 1944 vendors end 30.11.07

The Central Excise Act, Duty on jigs and fixtures 1.16 01.04.04 to

1944 31.12.04

The Central Excise Act, Duty on sale of spares to 9.45 01.12.00 to 1944 related persons 31.05.05

The Central Excise Act, Duty on sale of spares to 0.03 01.06.05 to

1944 related persons 31.12.05

The Central Excise Act, Duty on sale of spares to 0.07 01.01.06 to

1944 related persons 30.06.06

The Central Excise Act, Duty on sale of spares to 0.12 01.07.06 to

1944 related persons 30.1 1.06

The Central Excise Act, Duty on sale of spares to 0.05 01.12.06 to

1944 related persons 30.06.07

The Central Excise Act, Duty on sale of spares to 0.15 01.07.07 to

1944 related persons 31.03.08

The Central Excise Act, Claim for refund of duty on 0.55 01.04.03 to 1944 scrap generated during on 31.03.04 job work

The Central Excise Act, Duty on debit notes raised 0.56 01.07.01 to 1944 on vendors towards recovery 31.03.02 of raw material cost

Finance Act, 1994 Interest on Service tax on 0.51 Assessment Year

Service Tax Rules, 1994 goods transport operators 2001-2002

Finance Act, 1994 Service tax on technical 7.42 Assessment Year

Service Tax Rules, 1994 knowhow 2005-2006

Name of statute Forum where dispute is pending

Income Tax Act 1961 Commissioner of income Tax (Appeals)-IV Mumbai

Customs Act,1962 Customs, Excise & service tax Appellate Tribunal Mumbai

The central Excise Act,1944 The Assistant commissioner Central Excise kolhaput - II

The central Excise Act,1944 Customs Excise & service tax Appellate Tribunal west Zonal Bench, Mumbai The central Excise Act,1944 Customs Excise & service tax Appellate Tribunal west Zonal Bench, Mumbai The central Excise Act,1944 The Assistant commissioner central Excise,Kolhapur-II The central Excise Act,1944 The Deputy commissioner central Excise,kolhapur-II The central Excise Act,1944 The Assistant commissinoer central Excise kolhapur-II The central Excise Act,1944 The Deputy Commissioner Central Excise kolhapur-II The central Excise Act,1944 The Assistant commissioner Central Excise. kolhapur- II The Central Excise Act,1944 The Assistant Commissioner central Excise,kolhapur-II The central Excise Act,1944 The Assistant commissioner central Excise,kolhapur-II The central Excise Act,1944 The High court of Judicature, mumbai

Financial Act, 1994 service Tax Rules,1944 The commossioner central Excise (Appeals-II)Pune

Financial Act The Deputy service Tax commissioner central Rules 1994 Excise kolhapur-I Division

Name of statute Nature of dues Amount Period to which Forum where dispute is (Rs. in Lakhs) the amount pending relates

Finance Act, 1994 Service tax on clearing and 1.44 01.07.97 to Customs, Excise & Service tax

Service Tax Rules, 1994 forwarding charges paid by 31.08.99 Appellate Tribunal, West Zonal the company for the services Bench, Mumbai availed from clearing and forwarding agents

Finance Act, 1994 Service tax on services 0.05 01.08.03 to Customs, Excise & Service tax

Service Tax Rules, 1994 rendered in respect of 31.08.03 Appellate Tribunal, West Zonal

repairs and maintenance Bench, Mumbai

Finance Act, 1994 Service tax on services 2.73 01.04.04 to The Assistant Commissioner,

Service Tax Rules, 1994 rendered in respect of 31.03.07 Central Excise, Kolhapur-I

installation, commissioning, Division repairs and maintenance

Finance Act, 1994 Service tax on outward 0.76 01.04.08 to The Assistant Commissioner,

Service Tax Rules, 1994 freight 31.10.09 Central Excise, Kolhapur-ll Division

Finance Act, 1994 Service Tax on Outward 0.42 01.09.2010 to The superin tendent, Central

Service Tax Rules, freight 31.03.2011 Excise, Kolhapur 1994

Finance Act, 1994 Service Tax on Outward 0.30 01.08.2011 to The superin tendent, Central

Service Tax Rules,1944 freight 30.09.2011 Excise, Kolhapur

Central Excise Act,1944 Duty Drawback on exported 3.90 01.09.2010 to The Dy. Commis sioner (tech.)

goods 30.09.2010 Central Excise, Kolhapur

Central Excise Act,1944 Duty Drawback on exported 1.25 01.01.2011 to The Dy. Commis sioner (tech.)

goods 31.10.2011 Central Excise, Kolhapur

Central Excise Act,1944 Reversal of Cenvat Credit 11.38 01.05.2008 to The Dy. Commis sioner, Central

28.02.2010 Excise, Kolhapur

Total 107.45

For NATVARLAL VEPARI & CO.

Chartered Accountants

Firm Registration No. 106971W

N. JAYENDRAN

Mumbai, Partner

Dated : 30th May, 2012 M.No. 040441


Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable.

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

i) 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;

ii) In our opinion, proper books of accounts as required by law have been kept by the company, so far as it appears from our examination of the books;

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

iv) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Companies Act, 1956;

v) On the basis of the written representation received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2011 from being appointed as a director in terms of Section 274( 1 )(g) of the Companies Act, 1956; and

vi) In our opinion and to the best of our information and according to the explanation givens to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of Balance Sheet, of the State of Affairs of the Company as at 31 st March, 2011;

(b) in the case of Profit and Loss Account, of the Profit 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.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, a major portion of fixed assets has been physically verified by the management during the year in accordance with a phased programme of verification adopted by the company. In our opinion, the frequency of physical verification is reasonable, having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories of finished goods and work-in-progress in the company's custody have been physically verified by the management as at the end of financial year. In respect of inventories of stores, spare parts and raw materials, there is a perpetual inventory system and a substantial portion of the inventories have been physically verified during the year. In our opinion, the frequency verification is reasonable. In case of materials lying with the third parties, certificates conforming inventories have been received in respect of substantial portion of the stocks held at the year end.

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

c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories. The discrepancies noted on physical verification of inventories as compared to the book record were not material having regard to the size of the operation of the company.

(iii) (a) The Company has granted unsecured loans to two wholly owned subsidiary companies covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 3657.47 lakhs and the year end balance Rs. 3657.47 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been given by the company are not prima facie prejudicial to the interest of the company.

(c) The terms of repayment of loans and payment of interest have been stipulated. In respect of the principal amount and interest, there are no overdue amounts.

(d) According to the information and explanations given to us, the company has during the year, not taken any loans, secured or unsecured from companies, firms or any other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative source are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchases of inventories and fixed assets and sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or agreements referred to in Section 301 of the Companies Act, 1956 that need to be entered in to the registered maintained under the said section have been so entered.

(b) In our opinion and having regards to our comments in paragraph (iv) above and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market price are available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public during the period covered by our audit report. Therefore the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that the coverage of the internal audit functions carried out by the firms of chartered accountants appointed by the management is commensurate with the size of the company and the nature of its business.

(viii) According to the information given to us, the Central Government has not prescribed maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, for any of the products of the company.

(ix) (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess were in arrears, as at 31 st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, details of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute are stated in the statement attached herewith.

(x) The Company does not have accumulated losses at the end of financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

(xiii) 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.

(xiv) In respect of shares, securities, debentures and other investments dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee and has pledged its investments for loan taken by its subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956, during the year.

(xix) In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report. Accordingly, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no material fraud on or by the company has been noticed or reported during the year.

For NATVARLAL VEPARI & CO.

Chartered Accountants Firm Registration No. 106971W

N. JAYENDRAN

Mumbai, Partner

Dated : 11 th August, 2011 M.No. 040441




Mar 31, 2010

1. We have audited the attached balance sheet of MANUGRAPH INDIA LIMITED, as at 31st March, 2010, the profit and loss account and also the cash flow statement of the company 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.

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

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

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

(i) 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;

(ii) 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;

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

(iv) 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 section 211(3C) of the Companies Act, 1956;

(v) on the basis of the written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the said directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956; and

(vi) in our opinion and to the best of our information and according to the explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2010;

(b) in the case of the profit and loss account, 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.

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, a major portion of fixed assets has been physically verified by the management during the year in accordance with a phased programme of verification adopted by the company. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant.

(c) The company has not disposed off any substantial part of its fixed assets so as to affect its going concern status.

(ii) (a) As explained to us, the inventories of finished goods and work-in-progress in the companys custody have been physically verified by the management as at the end of the financial year. In respect of inventories of stores, spare parts and raw materials, there is a perpetual inventory system and a substantial portion of the inventories have been physically verified during the year. In our opinion, the frequency of verification is reasonable. In case of materials lying with third parties, certificates confirming inventories have been received in respect of the substantial portion of the stocks held at the year end.

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

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories. The discrepancies noticed on physical verification of inventories as compared to the book records were not material having regard to the size of the operations of the company.

(iii) (a) The company has granted unsecured loans to two wholly owned subsidiary companies covered in the register maintained under section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year is Rs. 2,984.93 lakhs and the year end balance Rs. 2,984.93 lakhs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions on which loans have been given by the company are not prima facie prejudicial to the interest of the company.

(c) The terms of repayment of loans and payment of interest have been stipulated. In respect of the principal amount and interest, there are no overdue amounts.

(d) According to the information and explanation given to us, the company has during the year, not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventories and fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) (a) 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 Companies Act, 1956 that need to be entered into the register maintained under the said section have been so entered.

(b) In our opinion and having regard to our comments in paragraph (iv) above, and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from public during the period covered by our audit report. Therefore the provisions of clause 4(vi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that the coverage of internal audit functions carried out by the firms of chartered accountants appointed by the management is commensurate with the size of the company and the nature of its business.

(viii) According to the information given to us, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for any of the products of the company.

(ix) (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, sales tax, wealth tax, service 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 became payable.

(c) According to the information and explanations given to us, details of dues of income-tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute are stated in the statement attached herewith.

(x) The company does not have accumulated losses at the end of the financial year and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions, banks and debenture holders.

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

(xiii) 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 (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In respect of shares, securities, debentures and other investments dealt in or traded by the company, proper records have been maintained in respect of transactions and contracts and timely entries have been made therein. All the investments are held by the company in its own name.

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee for loan taken by its subsidiary from bank are not prima facie prejudicial to the interest of the company.

(xvi) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the company were, prima facie, applied by the company during the year for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term investment.

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

(xix) In our opinion and according to the information and explanations given to us, the company has not issued any secured debentures during the period covered by our audit report. Accordingly, the provisions of clause 4 (xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issues.

(xxi) According to the information and explanations given to us, and to the best of our knowledge and belief, no material fraud on or by the company has been noticed or reported during the year.



STATEMENT OF STATUTORY DUES OUTSTANDING ON ACCOUNT OF DISPUTES, AS ON 31ST MARCH, 2010, REFERRED TO IN PARA 4(IX)(C) OF THE

ANNEXURE TO THE AUDITORS REPORT



Name of statute Nature of dues Amount Period to which Rs. the amount relates

Customs Act, 1962 Customs duty on two dryers 2,552,145 Assessment Year 1987 - 1988

The Central Excise Act, 1944 Duty on scrap generated at 479,84601.07.07 to 30.11.07 vendors end

The Central Excise Act, 1944 Duty on jigs and fixtures 116,073 01.04.04 to 31.12.04

The Central Excise Act, 1944 Duty on sale of spares to 944,654 01.12.00 to 31.05.05

related persons

The Central Excise Act, 1944 Duty on sale of spares to 3,006 01.06.05 to 31.12.05 related persons

The Central Excise Act, 1944 Duty on sale of spares to 6,879 01.01.06 to 30.06.06 related persons

The Central Excise Act, 1944 Duty on sale of spares to 12,135 01.07.06 to 30.11.06 related persons

The Central Excise Act, 1944 Duty on sale of spares to 5,421 01.12.06 to 30.06.07 related persons

The Central Excise Act, 1944 Duty on sale of spares to 15,265 01.07.07 to 31.03.08 related persons

The Central Excise Act, 1944 Claim for refund of duty on 54,578 01.04.03 to 31.03.04 scrap generated during job work

The Central Excise Act, 1944 Duty on debit notes raised on 56,196 01.07.01 to 31.03.02

vendors towards recovery of raw material cost

Finance Act, 1994 Interest on service tax on 51,405 Assessment Year

Service Tax Rules, 1994 goods transport operators 2001 - 2002

Finance Act, 1994 Service tax on technical know- 741,680 Assessment Year Service Tax Rules, 1994 how 2005 - 2006

Finance Act, 1994 Service tax on clearing and 203,671 01.07.97 to 31.08.99 Service Tax Rules, 1994 forwarding charges paid by the company for the services availed from clearing and forwarding agents

Name of Stauts Forum where dispute is pending

Customs Act, 1962 Customs, Excise & Service tax Appellate Tribunal, Mumbai

The ZCectral Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The central Excise Act,1944 Customs, Excise & Service tax Appellate Tribunal, West Zonal Bench, Mumbai.

The Central Excise Act, 1944 Customs, Excise & Service tax Appellate Tribunal, West Zonal Bench, Mumbai

The Central Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The Deputy Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The Assistant Commissioner, Central Excise, Kolhapur-II

The Central Excise Act, 1944 The High Court of Judicature, Mumbai

Finance Act, 1994 The Commissioner, Central Excise Service Tax Rules, 1994 (Appeals-II), Pune

Finance Act, 1994 The Deputy Commissioner, Central Service Tax Rules, 1994 Excise, Kolhapur-I Division

Finance Act, 1994 Customs, Excise & Service tax Service Tax Rules, 1994 Appellate Tribunal, West Zonal Bench,Mumbai.

Name of statute Nature of dues Amount Period to which Rs. the amount relates

Finance Act, 1994 Service tax on services 4,943 01.08.03 to 31.08.03

Service Tax Rules, 1994 rendered in respect of repairs and maintenance

Finance Act, 1994 Service tax on services 272,794 01.04.04 to 31.03.07 Service Tax Rules, 1994 rendered in respect of installation, commissioning, repairs and maintenance

TOTAL 5,520,691



Name of statute Forum where dispute is pending

Finance Act, 1994 Customs, Excise & Service tax Service Tax Rules Appellate Tribunal, West Zonal 1994 Bench, Mumbai

Finance Act, 1994 The Assistant Commissioner, Service Tax Rules Central Excise, Kolhapur-I Division 1994



FOR B. F. PAVRI & CO. CHARTERED ACCOUNTANTS (Registration No. 107865W)

(BURJOR F. PAVRI) PROPRIETOR Membership No.4931

MUMBAI, 11th August, 2010



 
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